Canada Growth Fund holds 24.1% of NMG

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.

Rhea-AI Filing Summary

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.

Insights

Equity ownership analyst

CGF holds a sizable 24.1% NMG stake with board access and flexibility to adjust its position.

Canada Growth Fund Inc. (CGF) and its manager report beneficial ownership of 84,134,998 NMG common shares, or about 24.1% of the class. This includes warrant shares and a large 2026 private placement, calculated on a deemed 348,955,599-share base under Rule 13d-3(d)(1).

CGF invested in two main steps: a December 2024 private placement and warrant exercise totaling 39,682,538 shares for US$25,000,000, and an April 2026 subscription for 44,452,460 shares at US$81,792,526.40, issued after shareholder approval on May 13, 2026. This creates a long-term, capital-heavy position.

An Investor Rights Agreement gives CGF one NMG board seat and one observer, increasing its governance influence. The filing states CGF may buy more, sell, or use derivatives and may discuss NMG’s strategy and board composition, while avoiding creating a Section 13(d) “group.” Future company filings may clarify any subsequent changes in this ownership or governance role.

Key Figures

Beneficial ownership: 84,134,998 common shares Ownership percentage: 24.1% Initial 2024 investment: US$25,000,000 +3 more

6 metrics

Beneficial ownership 84,134,998 common shares Shares beneficially owned by CGF and its manager

Ownership percentage 24.1% Percent of NMG common shares deemed outstanding

Initial 2024 investment US$25,000,000 Subscription price for 39,682,538 shares and warrant shares in Dec 2024

2026 private placement US$81,792,526.40 Subscription price for 44,452,460 common shares under April 2026 agreement

Deemed shares outstanding 348,955,599 shares Common shares deemed outstanding for ownership calculation

Board representation 1 director and 1 observer Rights granted to CGF under Investor Rights Agreement

Key Terms

beneficial ownership, private placement, Warrants, Rule 13d-3(d)(1), +2 more

6 terms

beneficial ownership financial

"Under the definition of beneficial ownership, as set forth in Rule 13d-3 under the Exchange Act"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

private placement financial

"CGF 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.

Warrants financial

"Common Shares issuable to Canada Growth Fund Inc. (CGF) 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.

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

"based on 348,955,599 Common Shares deemed outstanding, in part, pursuant to Rule 13d-3(d)(1)"

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.

Form 6-K regulatory

"Common Shares outstanding according to the Form 6-K filed by NMG with the SEC on May 12, 2026"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

FAQ

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

How much of Nouveau Monde Graphite (NMG) does Canada Growth Fund now beneficially own?

Canada Growth Fund and its manager beneficially own 84,134,998 NMG common shares, representing about 24.1% of the outstanding class. This percentage uses a deemed total of 348,955,599 NMG shares, including outstanding shares, CGF’s warrant shares and 2026 private placement shares.

What investments did Canada Growth Fund make to build its NMG stake?

Canada Growth Fund first invested in December 2024, buying 39,682,538 NMG shares and warrant shares for US$25,000,000. In April 2026 it agreed to purchase 44,452,460 additional shares in a private placement for US$81,792,526.40, issued after shareholder approval on May 13, 2026.

How is the 24.1% ownership percentage in NMG calculated for Canada Growth Fund?

The 24.1% figure is based on 348,955,599 NMG common shares deemed outstanding. This total includes 160,826,539 outstanding shares, 19,841,269 shares issuable from CGF’s warrants, 44,452,460 2026 private placement shares and 123,835,331 shares from NMG’s April 2026 transactions.

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

Under an Investor Rights Agreement, Canada Growth Fund can appoint one NMG board member and one board observer. It nominated Hubert T. Lacroix as its director designee, and he was elected at NMG’s 2026 annual general meeting of shareholders held on May 13, 2026.

Can Canada Growth Fund change its ownership position in NMG in the future?

Yes. The filing states Canada Growth Fund may increase or decrease its NMG holdings over time. It may buy additional shares, sell shares, or enter derivative transactions, and may engage with NMG’s management and board on strategy, subject to securities laws and required approvals.

What is the 2026 private placement involving Canada Growth Fund and NMG?

In April 2026, Canada Growth Fund agreed to buy 44,452,460 NMG common shares on a private placement basis for US$81,792,526.40. The issue was subject to NMG shareholder approval and the shares were issued after approval at the 2026 annual general meeting on May 13, 2026.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:31 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

05/13/2026

(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 84,134,998.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 84,134,998.00

11

Aggregate amount beneficially owned by each reporting person

84,134,998.00

12

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

13

Percent of class represented by amount in Row (11)

24.1 %

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 and the 2026 Private Placement Common Shares (as defined below). In Item 13, the percentage is based on 348,955,599 Common Shares deemed outstanding, in part, 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 160,826,539 Common Shares outstanding according to the Form 6-K filed by NMG with the U.S. Securities and Exchange Commission (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 NMG's April 2026 private placement (other than the 2026 Private Placement Common Shares) and concurrent bought deal subscription receipt public offering (collectively, the April Transactions).

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 84,134,998.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 84,134,998.00

11

Aggregate amount beneficially owned by each reporting person

84,134,998.00

12

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

13

Percent of class represented by amount in Row (11)

24.1 %

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 and the 2026 Private Placement Common Shares. 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 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.

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. 5 to the Schedule 13D (this Amendment No. 5) 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, April 13, 2026 and April 22, 2026 (as amended, the Schedule 13D). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 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). 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.
Item 5.	Interest in Securities of the Issuer
(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.
(b)	The response of the Reporting Persons to Item 5(a) hereof is incorporated herein by reference.
(c)	Except as set forth in this Amendment No. 5, no transactions in the Common Shares were effected during the past 60 days by the Reporting Persons or, to the knowledge of the Reporting Persons, any person named in Exhibit 1 to Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on March 30, 2026.
(d)	None
(e)	Not applicable.

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:	05/15/2026

Signature:	/s/ Yannick Beaudoin
Name/Title:	Yannick Beaudoin, Chief Executive Officer of Canada Growth Fund Investment Management Inc., its Manager
Date:	05/15/2026

Canada Growth Fund Investment Management Inc.

Signature:	/s/ Selin Bastin
Name/Title:	Selin Bastin, Chief Legal Officer
Date:	05/15/2026

Signature:	/s/ Yannick Beaudoin
Name/Title:	Yannick Beaudoin, Chief Executive Officer
Date:	05/15/2026