Nouveau Monde SEC Filings

Nouveau Monde Graphite is calling a special and annual meeting to approve major equity financings and related changes that support its Phase-2 Matawinie mine and Bécancour battery materials projects. Shareholders are asked to approve three private placements totaling about US$213,159,935 at US$1.84 per share, a 19.56% discount to the five‑day TSX VWAP, with Investissement Québec, Canada Growth Fund and ENI International B.V. IQ, CGF and ENI would receive large minority stakes, and existing holders will be diluted. Investors will also vote on extending insider warrant expiries, approving potential additional issuances tied to warrants and a convertible note, electing eight directors, and reappointing PwC as auditor. Detailed voting mechanics for registered and beneficial holders are provided for a virtual‑only meeting on May 13, 2026.

Nouveau Monde Graphite Inc. filed Amendment No. 5 to a Schedule 13D updating Pallinghurst’s ownership after a major equity raise. On May 15, 2026, NMG completed a USD309.5 million equity financing, which diluted Pallinghurst Bond Limited below the 5% beneficial ownership threshold on a part‑diluted basis.

As of May 15, 2026, Pallinghurst International was reported as beneficial owner of 6,368,622 common shares, representing 1.94% of NMG’s common shares, while Pallinghurst Bond held 13,026,348 common shares, representing 3.88%. Both entities are organized in Guernsey. The filing notes that Pallinghurst International ceased to be a beneficial owner of more than 5% on November 14, 2025, and Pallinghurst Bond did so on May 15, 2026, and that this amendment is the final update reflecting those changes.

Nouveau Monde Graphite Inc. reports a major ownership update as Investissement Quebec increases its stake through a 2026 private placement. On May 15, 2026, the issuer sold 33,351,853 Common Shares to Investissement Quebec at US$1.84 per share, for a cash purchase price of US$61,367,409 funded from the investor’s working capital.

Following this transaction and including warrants and a convertible note, Investissement Quebec beneficially owns 85,751,341 Common Shares, representing 24.10% of the class, based on 329,114,330 Common Shares outstanding plus its underlying convertible securities. The position includes existing Common Shares, 19,841,269 warrants, and additional shares and warrants issuable upon conversion of a convertible note and payment of related interest.

The securities were acquired for investment purposes. As long as Investissement Quebec owns at least 10% of the outstanding Common Shares, it can designate one nominee to the board of directors, and at least 20% ownership entitles it to designate two nominees. The investor states it may buy or sell additional securities depending on market conditions but currently has no specific plans for corporate actions such as mergers, asset sales, or changes to the issuer’s capital structure beyond the governance rights described.

Nouveau Monde Graphite reports completion of a previously announced US$309.5 million equity financing package, allowing it to confirm the final investment decision for its Phase-2 Matawinie Mine.

The package includes a private placement of approximately US$213,160,000, where Canada Growth Fund, Investissement Québec and ENI subscribed for 44,452,460, 33,351,853 and 38,043,478 common shares respectively at US$1.84 per share. In a concurrent bought deal, 52,440,000 subscription receipts issued at the same price for gross proceeds of US$96,489,600 were exchanged into an equal number of common shares and the escrowed funds were released to NMG.

Supported by a previously announced senior project debt facilities commitment of US$335 million, NMG plans to use net proceeds from the offerings and debt facilities to fund design, engineering and construction of the Phase-2 Matawinie Mine and for corporate expenses and working capital. The filing also includes an investor rights agreement and a registration rights agreement granting ENI governance, pre-emptive and registration rights over its 38,043,478-share investment.

Mitsui & Co., Ltd. filed Amendment No. 2 to update its beneficial ownership in Nouveau Monde Graphite Inc. after significant dilution from an issuer offering and later financings. Mitsui now beneficially owns 26,052,695 securities, consisting of 13,552,695 Common Shares and 12,500,000 Warrants, representing about 7.6% of NMG’s Common Shares on a partially diluted basis using 329,114,330 shares outstanding as of May 15, 2026. The amendment also quantifies an earlier change when NMG’s December 20, 2024 offering reduced Mitsui’s ownership from 15.8% to 7.6%, a 5.1 percentage-point decrease, and notes this update is a late filing due to administrative error.

Eni S.p.A., through Eni International B.V., has acquired a significant minority stake in Nouveau Monde Graphite Inc. via a private placement. Eni International purchased 38,043,478 Common Shares on May 15, 2026 for an aggregate subscription price of US$69,999,999.52, giving the reporting persons beneficial ownership of approximately 11.6% of the company’s 329,114,330 outstanding Common Shares. The investment is part of Eni’s strategy to diversify its supply chains and enter the critical minerals value chain, with potential exclusive supply agreements for graphite and active anode material. Investor rights include the ability to nominate up to two directors depending on ownership level, board observer rights above 5%, pre-emptive and top-up rights, and information access. Eni International is subject to a lock-up on its shares until May 15, 2027 and standstill obligations until May 15, 2028, while holding registration rights to have its shares registered with the SEC after February 15, 2027.

Canada Growth Fund Inc. and its manager report beneficial ownership of 84,134,998 Nouveau Monde Graphite (NMG) common shares, representing about 24.1% of the class on a deemed 348,955,599-share base.

CGF first invested in December 2024, buying 19,841,269 common shares and 19,841,269 warrant shares for a total of 39,682,538 shares at an aggregate subscription price of US$25,000,000. In April 2026 it agreed to a further private placement of 44,452,460 shares for US$81,792,526.40, issued after shareholder approval on May 13, 2026. CGF has rights to appoint one NMG board member and one observer and may increase or decrease its holdings or engage with NMG’s leadership on strategy, subject to securities laws.

Nouveau Monde Graphite completed a US$309.5 million equity financing package and confirmed the final investment decision for its Phase-2 Matawinie Mine. The package includes a private placement raising approximately US$213,160,000 at US$1.84 per share and a bought deal offering of 52,440,000 subscription receipts for aggregate gross proceeds of US$96,489,600, now exchanged into common shares.

Canada Growth Fund, Investissement Québec and ENI became major shareholders, and total common shares outstanding rose to 329,114,330. The equity proceeds, together with a previously announced US$335 million senior project debt commitment, are intended to fund design, engineering and construction of the Phase-2 mine and general corporate purposes. NMG also strengthened its leadership team by appointing a Chief Legal Officer and a Chief of Sustainability and Culture Officer.

Nouveau Monde Graphite reports that shareholders overwhelmingly approved all items at its annual and special meeting, including major equity financings and warrant changes, and that it has signed a definitive offtake agreement with the Government of Canada.

Disinterested shareholders approved private placements at US$1.84 per share to Investissement Québec (33,351,853 common shares), Canada Growth Fund Inc. (44,452,460 shares) and ENI International B.V. (38,043,478 shares). In total, these issuances represent more than 25% of the current common shares on a non-diluted basis and were approved despite being at a 19.56% discount to the five-day volume-weighted average price on the Toronto Stock Exchange on April 9, 2026.

Shareholders also authorized amendments to IQ and CGF warrant certificates, each covering 19,841,269 warrants, to extend their expiry to December 20, 2030 and allow potential holdings above 20% of outstanding common shares. Separately, NMG and the Government of Canada, through Public Services and Procurement Canada, executed a binding seven-year, take-or-pay offtake for 30,000 tonnes per year of graphite concentrate from the Phase 2 Matawinie Mine at a North American fixed price with an upside-sharing mechanism.