Nouveau Monde Graphite Inc.
28.89%
51,446,774
1649752
66979W842
Dec 19, 2024
Dec 26, 2024, 08:10 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Investissement Quebec | CO | 28.89% | 51,446,774 | 51,446,774 | 0 |
Disclosure Items (6)
Common Shares
Nouveau Monde Graphite Inc.
6 CHEMIN DES BOULEAUX, Quebec, A8, J8L 0G2
Item 3 of the Amended Schedule 13D as hereby amended by adding the following at the end thereof: The subscription price for the Common Shares was US$1.26 per Common Share and, for each Common Share so subscribed, the Issuer issued one Common Share purchase warrant to the Reporting Person (each a "2024 Warrant") entitling the holder thereof to acquire one Common Share (each a "Warrant Share") and the source of the funds was the working capital of the Reporting Person.
Item 5 of the Original Schedule 13D is hereby amended to read in its entirety as follows: (a) - (b) Calculations of the percentage of Common Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 152,261,189 Common Shares outstanding as of December 20, 2024. The aggregate number and percentage of Common Shares beneficially owned by the Reporting Person and, for the Reporting Person, the number of Common Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amended Schedule 13D and are incorporated herein by reference.
Except as described in this Amended Schedule 13D, neither the Reporting Person nor, to the best of its knowledge, any of its executive officers or directors, has effected any transactions in Common Shares since October 19, 2024 (60 days prior to December 20, 2024).
To the best knowledge of the Reporting Person, no one other than the Reporting Person, or its partners, members, affiliates or shareholders of such persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Person.
Not applicable.
Item 6 of the Amended Schedule 13D is hereby amended to add the following at the end thereof: The information set forth in Item 4 hereof is incorporated herein by reference. Upon closing of the transactions described in the Subscription Agreement, the Issuer and the Reporting Person will enter into (i) an investor rights agreement pursuant to which the Reporting Person will have the right to nominate a candidate or candidates for election or appointment to the Issuer's Board of Directors, the right to appoint a board observer to the Issuer's Board of Directors, pre-emptive rights and top-up rights with respect to subsequent offers of securities of the Issuer and access and information rights; and (ii) a registration rights agreement pursuant to which the Reporting Person may require the Issuer to register all or a portion of the Issuer's Common Shares. These rights will continue so long as the Reporting Person holds a certain proportion of the Issuer's outstanding common shares.
Exhibit No. Description 99.3 List of Directors and Executive Officers of Investissement Quebec. 99.4 English Translation of Subscription Agreement dated December 16, 2024 by and between by and between Nouveau Monde Graphite Inc. and Investissement Quebec (incorporated by reference from Exhibit 99.4 to Nouveau Monde Graphite Inc.'s Current Report on Form 6-K filed with the SEC on December 26, 2024) sec.gov/Archives/edgar/data/1649752/000110465924131696/tm2431435d1_ex99-4.htm 99.5 English Translation of Investors' Rights Agreement dated December 20, 2024 by and between by and between Nouveau Monde Graphite Inc. and Investissement Quebec (incorporated by reference from Exhibit 99.5 to Nouveau Monde Graphite Inc.'s Current Report on Form 6-K filed with the SEC on December 26, 2024) sec.gov/Archives/edgar/data/1649752/000110465924131696/tm2431435d1_ex99-5.htm 99.6 English Translation of Registration Rights Agreement dated December 20, 2024 by and between by and between Nouveau Monde Graphite Inc. and Investissement Quebec (incorporated by reference from Exhibit 99.6 to Nouveau Monde Graphite Inc.'s Current Report on Form 6-K filed with the SEC on December 26, 2024) sec.gov/Archives/edgar/data/1649752/000110465924131696/tm2431435d1_ex99-6.htm