Canada Growth Fund boosts stake in Nouveau Monde

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).

Rhea-AI Filing Summary

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.

Insights

Equity ownership & governance analyst

Large strategic holder increases stake and gains board influence at NMG.

Canada Growth Fund Inc. discloses beneficial ownership of 39,682,538 Nouveau Monde Graphite common shares under Rule 13d-3(d)(1), reflecting both current holdings and shares issuable from Warrants. This represents 22.0% of the class, indicating a significant strategic position.

The April 2026 subscription agreement adds 44,452,460 new shares for US$81,792,526.40, a private placement representing about 27.7% of then-outstanding shares, subject to shareholder approval. Combined with prior investments, this points to a deepening relationship between CGF and NMG.

An Investor Rights Agreement grants CGF information and access rights plus one board seat and one observer role. CGF has nominated Hubert T. Lacroix for election at the 2026 annual meeting, which could strengthen its governance influence if shareholders support the nomination.

Key Figures

Beneficial ownership: 39,682,538 shares Ownership percentage: 22.0% Initial subscription amount: US$25,000,000 +5 more

8 metrics

Beneficial ownership 39,682,538 shares Common shares beneficially owned by CGF; 22.0% of class

Ownership percentage 22.0% Percent of NMG common shares deemed outstanding under Rule 13d-3(d)(1)

Initial subscription amount US$25,000,000 Aggregate price for 39,682,538 Purchased Shares on December 20, 2024

Initial investment ownership 23.1% Share of then-outstanding NMG common shares as of December 19, 2024

2026 private placement shares 44,452,460 shares Common shares CGF agreed to purchase on April 9, 2026

2026 subscription price US$81,792,526.40 Aggregate subscription price for 44,452,460 common shares

2026 investment ownership 27.7% Proportion of NMG shares based on 160,761,539 outstanding as of Dec 31, 2025

Shares outstanding reference 160,761,539 shares NMG common shares outstanding as of Dec 31, 2025 per Form 40-F

Key Terms

beneficially own, Rule 13d-3(d)(1), private placement, Investor Rights Agreement, +2 more

6 terms

beneficially own financial

"CGFIM may be deemed to beneficially own the Common Shares held by CGF"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Rule 13d-3(d)(1) regulatory

"percentage is based on 180,602,808 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)"

private placement financial

"purchased, on a private placement basis, 19,841,269 Common Shares of NMG"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Investor Rights Agreement financial

"Under the terms of the Investor Rights Agreement, CGF will have certain information and access rights"

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

Warrants financial

"Common Shares issuable to Canada Growth Fund Inc. upon exercise of all Warrants held by CGF"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

board observer financial

"CGF has the right to appoint one member of the board and one board observer"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Nouveau Monde Graphite (NMG) shares does Canada Growth Fund beneficially own?

Canada Growth Fund Inc. reports beneficial ownership of 39,682,538 common shares of Nouveau Monde Graphite. This includes shares issuable upon exercise of Warrants and represents 22.0% of the common share class, as calculated under Rule 13d-3(d)(1) of the Exchange Act.

What initial investment did Canada Growth Fund make in Nouveau Monde Graphite (NMG)?

On December 20, 2024, Canada Growth Fund purchased 19,841,269 common shares and obtained Warrants for another 19,841,269 shares, for an aggregate of 39,682,538 shares. The total subscription price was US$25,000,000, representing about 23.1% of NMG’s then-outstanding shares.

What are the terms of the April 2026 subscription agreement with NMG?

Under the April 9, 2026 subscription agreement, Canada Growth Fund agreed to buy 44,452,460 common shares of NMG on a private placement basis. The aggregate subscription price is US$81,792,526.40, and the transaction is subject to NMG shareholder approval before closing.

What ownership percentage does the 2026 private placement in NMG represent?

The 2026 private placement investment represents approximately 27.7% of NMG’s then-outstanding common shares. This percentage is based on 160,761,539 common shares issued and outstanding as of December 31, 2025, as reported in NMG’s most recent Form 40-F filing.

What governance rights does Canada Growth Fund have at Nouveau Monde Graphite (NMG)?

Under an Investor Rights Agreement, Canada Growth Fund has certain information and access rights to NMG’s books and records. It also has the right to appoint one board member and one board observer, and has nominated Hubert T. Lacroix for election at NMG’s 2026 annual meeting.

On which exchanges are Nouveau Monde Graphite (NMG) common shares listed?

Nouveau Monde Graphite common shares are listed on both the TSX Venture Exchange and the New York Stock Exchange. This dual listing allows the company’s shares to trade in Canada and the United States, potentially broadening its investor base and liquidity.

How do Canada Growth Fund and its manager describe their strategy toward NMG?

The reporting persons state they acquired NMG securities for investment purposes in the ordinary course of business. They intend to monitor and evaluate the investment and may increase or decrease holdings or consider alternative strategies depending on market conditions and other factors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 07:08 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Nouveau Monde Graphite Inc.

(Name of Issuer)

Common shares

(Title of Class of Securities)

66979W842

(CUSIP Number)

Selin Bastin
1250 Rene-Levesque Blvd. West, Suite 1400
Montreal, A8, H3B 5E9
514-937-2772

David A. Bartz, K&L Gates LLP
501 Commerce Street, Suite 1500
Nashville, TN, 37203
(615) 780-6700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 66979W842

1

Name of reporting person

Canada Growth Fund Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 39,682,538.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 39,682,538.00

11

Aggregate amount beneficially owned by each reporting person

39,682,538.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Items 8, 10, 11, and 13 include the number of common shares, no par value per share (Common Shares), of Nouveau Monde Graphite Inc. (NMG) issuable to Canada Growth Fund Inc. (CGF) upon exercise of all Warrants held by CGF. In Item 13, the percentage is based on 180,602,808 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1) (Rule 13d-3(d)(1)) of the Securities and Exchange Act of 1934, as amended (Exchange Act), calculated as the sum of 160,761,539 Common Shares outstanding according to the Form 40-F filed by NMG with the U.S. Securities and Exchange Commission (SEC) on March 26, 2026, plus 19,841,269 Common Shares that are issuable upon exercise of Warrants held by CGF.

SCHEDULE 13D

CUSIP Number(s): 66979W842

1

Name of reporting person

Canada Growth Fund Investment Management Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 39,682,538.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 39,682,538.00

11

Aggregate amount beneficially owned by each reporting person

39,682,538.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Items 8, 10, 11, and 13 include the number of Common Shares issuable to CGF upon exercise of all Warrants held by CGF. Canada Growth Fund Investment Management Inc. (CGFIM) is the discretionary exclusive investment manager for CGF, and, therefore, CGFIM may be deemed to beneficially own the Common Shares held by CGF as discretionary exclusive investment manager for CGF. In Item 13, the percentage is based on 180,602,808 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of 160,761,539 Common Shares outstanding according to the Form 40-F filed by NMG with the SEC on March 26, 2026, plus 19,841,269 Common Shares that are issuable upon exercise of Warrants held by CGF.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common shares
(b)	Name of Issuer: Nouveau Monde Graphite Inc.
(c)	Address of Issuer's Principal Executive Offices: 481 rue Brassard, Saint-Michel-des-Saints, QUEBEC, CANADA , J0K 3B0.
Item 1 Comment: This Amendment No. 4 to the Schedule 13D (this Amendment No. 4) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on December 23, 2024 and amended on March 30, 2026, April 6, 2026, and April 13, 2026 (as amended, the Schedule 13D). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: CGF entered into a subscription agreement (the Subscription Agreement), dated December 16, 2024, with NMG pursuant to which, on December 20, 2024, CGF purchased, on a private placement basis, 19,841,269 Common Shares of NMG and an additional 19,841,269 Common Shares on exercise of the Warrants, for an aggregate of 39,682,538 Common Shares, for an aggregate subscription price of US$25,000,000 (collectively, the Purchased Shares). This represents approximately 23.1% of the then-outstanding Common Shares, computed on the basis of 152,261,189 Common Shares issued and outstanding as of December 19, 2024, based on information provided by NMG and as reported in the issuers most recent 40-F and 6-K. The Purchased Shares and Warrant Shares (as defined in the Subscription Agreement) were acquired by CGF for investment purposes in the ordinary course of its business. CGF entered into a subscription agreement, dated April 9, 2026 (the April 2026 Subscription Agreement), with NMG, pursuant to which CGF agreed to purchase, on a private placement basis and subject to NMG shareholder approval, 44,452,460 Common Shares of NMG for an aggregate subscription price of US$81,792,526.40 (the 2026 Private Placement Common Shares). This investment represents approximately 27.7% of the then-outstanding Common Shares, calculated based on 160,761,539 Common Shares issued and outstanding as of December 31, 2025, as reported by NMG in its most recent Form 40-F filed with the SEC on March 26, 2026. The Reporting Persons will evaluate their investment in NMG from time to time and may at any time, based on such evaluation, market conditions and other circumstances, increase or decrease their security holdings in NMG or may change their investment strategy as regards to NMG. The Common Shares are listed on the TSX Venture Exchange and the New York Stock Exchange. The Reporting Persons intend to monitor and evaluate the investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem relevant. The Reporting Persons may engage in discussions with management, the board of directors of NMG, other shareholders of NMG and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of NMG only to the extent such discussions do not create a "group" within the meaning of Section 13(d)(3) of the Exchange Act. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements and in compliance with applicable securities laws. The Reporting Persons may from time to time in the future seek to acquire, alone or in conjunction with others, additional Common Shares or other securities issued by NMG through open market purchases, block trades, privately negotiated transactions, tender offer, merger, reorganization or otherwise. The Reporting Persons may also dispose of all or a portion of the securities of NMG, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Common Shares, in each case, subject to limitations under applicable law and any other required approvals. Under the terms of the Investor Rights Agreement, CGF will have certain information and access rights to books and records. CGF has the right to appoint one member of the board and one board observer. CGF has appointed one board observer and has nominated Hubert T. Lacroix to stand for election at NMG's 2026 annual general meeting of shareholders. Except as described in this Amendment No. 4, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans and may seek to influence management or the Board with respect to the business and affairs of NMG and may from time to time consider pursuing or proposing such matters with advisors, NMG or other persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Canada Growth Fund Inc.

Signature:	/s/ Selin Bastin
Name/Title:	Selin Bastin, Chief Legal Officer of Canada Growth Fund Investment Management Inc., its Manager
Date:	04/22/2026

Signature:	/s/ Yannick Beaudoin
Name/Title:	Yannick Beaudoin, Chief Executive Officer of Canada Growth Fund Investment Management Inc., its Manager
Date:	04/22/2026

Canada Growth Fund Investment Management Inc.

Signature:	/s/ Selin Bastin
Name/Title:	Selin Bastin, Chief Legal Officer
Date:	04/22/2026

Signature:	/s/ Yannick Beaudoin
Name/Title:	Yannick Beaudoin, Chief Executive Officer
Date:	04/22/2026