Nouveau Monde Graphite Inc. filings document a Canadian foreign private issuer developing graphite mining and battery-material processing assets in Québec. Its Form 6-K reports and related exhibits cover material-event disclosure, operating and financial results, project-finance arrangements for the Phase-2 Matawinie Mine, offtake and marketing agreements, and development of the Bécancour Battery Material Plant project.
The filing record also includes Form F-10 registration-statement materials and incorporated exhibits such as underwriting, placement agency, and subscription receipt agreements. These documents describe capital-structure actions, common-share issuance mechanics, escrow and release provisions for subscription receipts, risk factors, governance matters, shareholder voting topics, and legal consents associated with securities offerings.
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.
Nouveau Monde Graphite reports that financing for its Phase-2 Matawinie Mine is nearing completion, with contemplated total gross proceeds of approximately US$645 million from a US$335 million debt package, US$213 million in private placements and a US$96.5 million oversubscribed public offering. Construction has already started at the Matawinie site in early Q2-2026, supported by an integrated project team and major contracts covering over 50% of project CAPEX within feasibility-study estimates. The Company is also advancing plans for its 13-ktpa Bécancour Battery Material Plant and targeting a final investment decision in H2-2026. NMG highlights its 2025 ESG Report, continued carbon neutrality, strong workforce engagement of 83%, a total recordable injury frequency rate of 2.98 with no major environmental incidents, and a cash position of $57.3 million as of March 31, 2026.
Nouveau Monde Graphite Inc. reported a net loss of $4.5 million for the three-month period ended March 31 2026, or $0.03 per share, improved from a $12.4 million loss a year earlier. Operating loss was $14.2 million, partly offset by a non‑cash gain of $10.5 million from revaluing derivative warrant liabilities, leading to net financial income of $9.9 million.
Total assets were $166.6 million and cash and cash equivalents were $57.3 million as of March 31 2026. Current liabilities were $85.8 million, including a derivative warrant liability of $53.5 million, resulting in total equity of $77.5 million.
The company highlights material uncertainties about its ability to continue as a going concern, stating it has not yet generated positive cash flows and, absent additional funding obtained after quarter-end, lacks sufficient liquidity to execute its development plans. Management notes this additional funding depends on shareholder and regulatory approvals.
NMG outlines major financing arrangements: a fully committed senior project debt commitment letter of US$335 million with EDC and CIB, private placements totalling US$213 million with Canada Growth Fund, Investissement Québec and Eni S.p.A., and an April 2026 bought-deal public offering of subscription receipts for gross proceeds of US$96.5 million. Together these transactions are described as providing approximately US$645 million in gross proceeds for the Phase‑2 Matawinie Mine.
The company continues to advance its integrated graphite strategy in Québec, with $80.6 million capitalized in the Matawinie mine under construction and $1.2 million in the Bécancour Battery Material Plant under construction as of March 31 2026. Mining project expenses rose to $2.3 million, while Battery Material Plant project expenses declined to $4.0 million due to lower engineering and depreciation costs and higher tax credits.
Canada Growth Fund Inc. and its manager report beneficial ownership of 39,682,538 common shares of Nouveau Monde Graphite Inc., representing 22.0% of the class, including shares issuable upon exercise of Warrants under Rule 13d-3(d)(1).
CGF previously invested US$25,000,000 on December 20, 2024 for 39,682,538 Purchased Shares, which represented about 23.1% of NMG’s then-outstanding common shares. On April 9, 2026, CGF agreed in a new subscription agreement to buy 44,452,460 additional common shares for US$81,792,526.40, a private placement investment representing approximately 27.7% of the then-outstanding shares, subject to NMG shareholder approval. Under an Investor Rights Agreement, CGF has information and access rights and the ability to appoint one board member and one board observer, and has nominated Hubert T. Lacroix for election at NMG’s 2026 annual meeting.
Nouveau Monde Graphite Inc. furnishes agreements for major equity investments tied to developing its Matawinie graphite mine in Québec. A key subscription provides 33,351,853 Common Shares at $1.84 per share to an institutional investor for total consideration of $61,367,409.00. The documents describe a broader FID Equity Offering, including a private placement of 115,847,791 Common Shares and a separate ENI subscription, alongside a prospectus offering of 45,600,000 subscription receipts.
The agreements state that net proceeds, together with a $335 million debt commitment from Canadian lenders, will fund design, engineering, construction and commissioning of the Matawinie Project and general corporate purposes. A Government of Canada offtake contract covering 30,000 tonnes per year of graphite concentrate for seven years is referenced, highlighting long-term volume commitments once project conditions are met.
Nouveau Monde Graphite closed a bought deal equity financing of approximately US$96.5 million, issuing 52,440,000 subscription receipts at US$1.84 each. The receipts trade on the TSX under the symbol NOU.R.U and will convert into common shares once specific conditions are met.
Those conditions include completing a concurrent private placement of about US$213 million and obtaining related shareholder approvals. Together with previously committed senior project debt facilities of US$335 million, the equity financings are expected to fully fund the Phase-2 Matawinie Mine design, engineering and construction, plus general corporate purposes.
Nouveau Monde Graphite Inc. filed a Form 6-K that includes a detailed Subscription Receipt Agreement with BMO Nesbitt Burns, National Bank Financial and TSX Trust Company. The company may issue subscription receipts, each representing the right to receive one common share in specified circumstances.
Escrowed funds from the sale of subscription receipts will be held by TSX Trust Company for receiptholders, invested in approved Canadian banks, and released or returned based on defined escrow release or termination events. The company plans to list the subscription receipts and the underlying common shares on the TSX and to list the underlying common shares on the NYSE, subject to usual exchange conditions. The agreement also sets voting rules, adjustment mechanisms, and meeting procedures for receiptholders.