[SCHEDULE 13D/A] Nouveau Monde Graphite Inc. Amended Major Shareholder Report

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 under Rule 13d-3(d)(1). This includes 19,841,269 shares issuable on exercise of Warrants.

Canada Growth Fund acquired 19,841,269 common shares and related Warrants for an aggregate subscription price of US$25,000,000, totaling 39,682,538 shares, or about 23.1% of then-outstanding shares as of December 19, 2024. Under an Investor Rights Agreement, it holds information and access rights, one board seat right, and one board observer, and may adjust its stake over time.

Insights

Equity ownership & governance analyst

Large strategic holder discloses 22% stake and board rights in NMG.

Canada Growth Fund Inc. reports beneficial ownership of 39,682,538 Nouveau Monde Graphite common shares, equal to 22.0% when including 19,841,269 shares issuable from Warrants under Rule 13d-3(d)(1). The position stems from a US$25,000,000 subscription completed in December 2024.

An Investor Rights Agreement grants Canada Growth Fund information and access rights plus the ability to appoint one director and one board observer. It has already appointed a board observer and plans to nominate a director candidate at NMG’s 2026 annual general meeting, signaling an active governance role.

The filing states the shares were acquired for investment purposes in the ordinary course of business, while leaving open the possibility of increasing or decreasing the stake or engaging with management and other shareholders, provided actions do not create a "group" under Section 13(d)(3). Future company filings may clarify any changes in strategy or ownership.

Key Figures

Beneficial ownership: 39,682,538 shares Ownership percentage: 22.0% Outstanding shares basis: 180,602,808 shares +5 more

8 metrics

Beneficial ownership 39,682,538 shares Common shares beneficially owned by each reporting person

Ownership percentage 22.0% Percent of class represented under Rule 13d-3(d)(1)

Outstanding shares basis 180,602,808 shares Common shares deemed outstanding for 22.0% calculation

Current outstanding shares 160,761,539 shares Common shares outstanding per Form 40-F filed March 26, 2026

Warrant shares 19,841,269 shares Common shares issuable upon exercise of Warrants held by Canada Growth Fund

Subscription amount US$25,000,000 Aggregate subscription price for 39,682,538 Purchased Shares

Initial ownership percentage 23.1% Ownership based on 152,261,189 shares outstanding as of December 19, 2024

Then-outstanding shares 152,261,189 shares Common shares issued and outstanding as of December 19, 2024

Key Terms

beneficially own, Warrants, Rule 13d-3(d)(1), subscription 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.

Warrants financial

"issuable upon exercise of 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 180,602,808 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)"

subscription agreement financial

"CGF entered into a subscription agreement (the Subscription Agreement), dated December 16, 2024"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

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.

board observer financial

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

04/06/2026

(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. 2 to the Schedule 13D (this Amendment No. 2) 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 (as amended, the Schedule 13D). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 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. 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 intends to nominate one director candidate to stand for election at NMG's 2026 annual general meeting of shareholders. Except as described in this Amendment No. 2, 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:	04/06/2026

Signature:	/s/ Yannick Beaudoin
Name/Title:	Yannick Beaudoin, President and Chief Executive Officer of Canada Growth Fund Investment Management Inc., its Manager
Date:	04/06/2026

Canada Growth Fund Investment Management Inc.

Signature:	/s/ Selin Bastin
Name/Title:	Selin Bastin, Chief Legal Officer
Date:	04/06/2026

Signature:	/s/ Yannick Beaudoin
Name/Title:	Yannick Beaudoin, President and Chief Executive Officer
Date:	04/06/2026

FAQ

How many Nouveau Monde Graphite (NMG) shares does Canada Growth Fund now report?

Canada Growth Fund reports beneficial ownership of 39,682,538 common shares of Nouveau Monde Graphite. This total includes 19,841,269 common shares currently held plus 19,841,269 shares issuable upon exercise of Warrants, giving it a significant disclosed position in NMG.

What percentage of Nouveau Monde Graphite (NMG) does Canada Growth Fund’s stake represent?

Canada Growth Fund’s reported position represents 22.0% of NMG’s common shares under Rule 13d-3(d)(1). This percentage is based on 180,602,808 common shares deemed outstanding, including 160,761,539 outstanding shares plus 19,841,269 shares issuable from its Warrants.

How much did Canada Growth Fund pay for its Nouveau Monde Graphite (NMG) investment?

Canada Growth Fund entered a subscription agreement for an aggregate subscription price of US$25,000,000. For this amount, it acquired 19,841,269 common shares and Warrants for another 19,841,269 shares, for a total potential holding of 39,682,538 NMG common shares.

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

Under an Investor Rights Agreement, Canada Growth Fund has information and access rights plus the right to appoint one director and one board observer. It has appointed one board observer and intends to nominate one director candidate for election at NMG’s 2026 annual general meeting.

Why did Canada Growth Fund acquire its stake in Nouveau Monde Graphite (NMG)?

The filing states the Purchased Shares and Warrant Shares were acquired by Canada Growth Fund for investment purposes in the ordinary course of its business. The reporting persons indicate they will evaluate the investment over time and may increase or decrease their holdings.

Can Canada Growth Fund change its ownership level in Nouveau Monde Graphite (NMG)?

Yes. The reporting persons state they may increase or decrease their security holdings in NMG through various transactions, or dispose of securities, subject to applicable law and required approvals. They may also consider derivative transactions referencing NMG common shares.

What was Canada Growth Fund’s ownership percentage in NMG at the time of the December 2024 subscription?

At the time of the subscription, the Purchased Shares and related Warrant Shares represented approximately 23.1% of NMG’s then-outstanding common shares. This calculation used 152,261,189 common shares issued and outstanding as of December 19, 2024, based on information provided by NMG.