| | 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).
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). Following shareholder approval at NMG's 2026 annual general meeting of shareholders held on May 13, 2026, the 2026 Private Placement Common Shares were issued. This investment represents approximately 27.6% of the then-outstanding Common Shares, calculated based on 160,826,539 Common Shares issued and outstanding as of March 31, 2026, as reported by NMG in its Form 6-K filed with the SEC on May 12, 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 (the Board), 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 nominated Hubert T. Lacroix as its designee to the Board. Mr. Lacroix was elected as a director of NMG at NMG's 2026 annual general meeting of shareholders held on May 13, 2026. Except as described in this Amendment No. 5, 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.
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| (a) | The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 5, are incorporated herein by reference. Under the definition of beneficial ownership, as set forth in Rule 13d-3 under the Exchange Act, each Reporting Persons may be deemed to have (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition of, such security (and therefore beneficially own), the 84,134,998 Common Shares, which represents approximately 24.1% of the outstanding Common Shares. This percentage was calculated based on 348,955,599 Common Shares deemed outstanding, in part, pursuant to Rule 13d-3(d)(1), calculated as the sum of 160,826,539 Common Shares outstanding according to the Form 6-K filed by NMG with the SEC on May 12, 2026, plus 19,841,269 Common Shares that are issuable upon exercise of Warrants held by CGF, plus 44,452,460 2026 Private Placement Common Shares, plus 123,835,331 additional Common Shares issued in connection with the April Transactions. |
