Nouveau Monde Graphite Inc.
11.60%
38,043,478
1649752
May 12, 2026
May 18, 2026, 03:57 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 |
|---|---|---|---|---|---|
| Eni S.p.A. | CO | 11.60% | 38,043,478 | 0 | 38,043,478 |
| Eni International B.V. | CO | 11.60% | 38,043,478 | 0 | 38,043,478 |
Disclosure Items (7)
Common Shares
Nouveau Monde Graphite Inc.
481 rue Brassard, Saint-Michel-des-Saints, A8, J0K 3B0
This statement is being jointly filed by (i) Eni S.p.A. ("Eni"), and (ii) Eni International B.V. ("Eni International" and together with Eni, the "Reporting Persons" and each individually as a "Reporting Person"). Eni International is a direct wholly owned subsidiary of Eni S.p.A.
The principal business address of Eni is Piazzale Enrico Mattei 1, Rome Italy, 00144. The principal business address of Eni International is Strawinskylaan 1163, Amsterdam, 1077 XX, Netherlands.
Eni Group is a global integrated energy company engaged in producing and selling energy products and services to worldwide markets, with operations in the traditional businesses of exploring for, developing, extracting, and marketing crude oil and natural gas, manufacturing and marketing oil and bio-based fuels and chemical and bio-chemical products as well as gas-fired power and energy products from renewable sources. Eni International is a wholly owned subsidiary of Eni. Information regarding the executive officers, directors or other control persons of the Reporting Persons is set forth on Exhibit 4 attached hereto, which Exhibit is hereby incorporated by reference.
During the last five years, neither the Reporting Persons nor, to the Reporting Persons' knowledge, any of the persons identified on Exhibit 4 hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither the Reporting Persons nor, to the Reporting Persons' knowledge, any of the persons identified on Exhibit 4 hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person 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 violations with respect to such laws.
1. Eni is domiciled in the Republic of Italy. 2. Eni International is domiciled in the Kingdom of the Netherlands.
The purchase price for the Common Shares is approximately US$70 million in cash, and the source of funds was the working capital of Eni International.
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages and the comments thereto of this Schedule 13D, are incorporated herein by reference. As of the date hereof, the Reporting Persons may be deemed to beneficially own 38,043,478 Common Shares, which represents approximately 11.6% of the outstanding Common Shares. This percentage ownership was calculated based on 329,114,330 Common Shares outstanding which is the sum of (i) the 160,826,539 Common Shares outstanding as of December 31, 2025, as reported in the Prospectus Supplement filed by the Issuer with the Commission on April 13, 2026, (ii) the 115,847,791 Common Shares issued at the Private Placement, and (iii) 52,440,000 Common Shares issued pursuant to subscription receipts issued pursuant to the Prospectus Supplement on May 15, 2026.
Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 38,043,478 Common Shares that may be deemed to be beneficially owned by each of them. Neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission that the Reporting Persons constitute a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).
Other than as described in Item 4 of this Schedule 13D, no transactions in the Common Shares were effected by the Reporting Persons during the past sixty days.
No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
Not applicable.
The information set forth under Items 3 and 4 of this Schedule 13D 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: Concurrent with the Private Placement, Eni International and the Issuer entered into a registration rights agreement dated as of May 15, 2026 (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, Eni International, subject to the conditions set forth therein and after February 15, 2027, may cause the Issuer to register all or a portion of the Registerable Shares (as defined therein) held by Eni International or its Affiliates (as defined therein) with the Commission under the Securities Act of 1933, as amended. 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 3 to this Schedule 13D, and is incorporated herein by reference. Investor Rights Agreement: Concurrent with the Private Placement, Eni International and the Issuer entered into an investor rights agreement dated as of May 15, 2026 (the "Investor Rights Agreement"). Under the Investor Rights Agreement, Eni International has agreed (also on behalf of its Affiliates) not to sell or transfer any of the Locked-Up Shares (as defined therein) until May 15, 2027, subject to certain customary exceptions. The Investor Rights Agreement also provides, among other things, for Eni International to be entitled to the following: (a) the right to designate (i) one nominee to serve on the board of the Issuer for so long as it and its Affiliates directly or indirectly owns at least 10%, or (ii) two nominees for so long as they directly or indirectly owns at least 20%, of the issued and outstanding Common Shares; (b) the right to have a non-voting observer attend all of the Issuer's board meetings for as long as it and its Affiliates directly or indirectly own at least 5% of the issued and outstanding Common Shares (above the 10% threshold, as an alternative or in addition to the board nominee(s)); and (c) certain pre-emptive rights, as well as top up rights if the Eni International's and its Affiliates' pro rata interest in Common Shares becomes less than 20%, 10% or 5% as a result of the Issuer issuing Excluded Securities or Pre-Emptive Right Securities for which Eni International has elected not to exercise its Pre-Emptive Right (as such terms are defined in the Investor Rights Agreement). The Investor Rights Agreement further provides for certain standstill obligations of Eni International (undertaken also on behalf of its Affiliates) applicable until May 15, 2028, subject to certain customary exceptions. 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. Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Exhibit 4 hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Exhibit 1 - Subscription Agreement, dated as of April 9, 2026, by and between Eni International and the Issuer. Exhibit 2 - Investor Rights Agreement, dated as of May 15, 2026, by and between Eni International and the Issuer. Exhibit 3 - Registration Rights Agreement, dated as of May 15, 2026, by and between Eni International and the Issuer. Exhibit 4 - Directors and Executive Officer Information Required by Item 2 and Item 5. Exhibit 5 - Joint Filing Agreement, dated May 15, 2026, by and between the Reporting Persons.