Canada Growth Fund boosts stake in NMG

Canada Growth Fund Inc. and its manager filed an amendment to disclose a large strategic stake in Nouveau Monde Graphite Inc. (NMG) and a new private placement commitment.

Rhea-AI Filing Summary

Canada Growth Fund Inc. and its manager filed an amendment to disclose a large strategic stake in Nouveau Monde Graphite Inc. (NMG) and a new private placement commitment. They beneficially own 39,682,538 Common Shares, representing 22.0% of the class on a deemed outstanding basis.

CGF previously bought 19,841,269 Common Shares and obtained Warrants for another 19,841,269 Common Shares for an aggregate US$25,000,000. Under an April 9, 2026 subscription agreement, CGF agreed to purchase 44,452,460 additional Common Shares for US$81,792,526.40, equal to about 27.7% of then‑outstanding shares. CGF also obtained information rights, one board seat nomination right and one board observer position.

Insights

Equity ownership and governance analyst

Canada Growth Fund discloses a sizable, governance‑linked stake in Nouveau Monde Graphite.

Canada Growth Fund Inc. (CGF) and its manager report beneficial ownership of 39,682,538 NMG Common Shares, or 22.0% on a deemed basis under Rule 13d‑3(d)(1). This includes 19,841,269 shares issuable upon exercise of Warrants held by CGF.

They also agreed, via an April 2026 subscription agreement, to buy 44,452,460 additional shares for approximately US$81,792,526.40, described as about 27.7% of then‑outstanding shares. The investment is for ordinary‑course, investment purposes, but accompanied by an Investor Rights Agreement.

That agreement grants CGF information and access rights plus the ability to appoint one director candidate and one board observer. CGF indicates it may increase or decrease its holdings or consider various transaction structures over time, so subsequent company filings and shareholder communications may provide further clarity on its evolving role.

Key Figures

Beneficial ownership: 39,682,538 Common Shares Ownership percentage: 22.0% of class Initial subscription: US$25,000,000 +5 more

8 metrics

Beneficial ownership 39,682,538 Common Shares Beneficially owned by Canada Growth Fund and its manager

Ownership percentage 22.0% of class Based on 180,602,808 Common Shares deemed outstanding

Initial subscription US$25,000,000 For 19,841,269 shares plus Warrants for 19,841,269 shares

2026 private placement size 44,452,460 Common Shares To be purchased under April 9, 2026 subscription agreement

2026 private placement price US$81,792,526.40 Aggregate subscription price for 2026 Private Placement Common Shares

2026 investment stake 27.7% of shares Based on 160,761,539 shares outstanding as of December 31, 2025

Shares outstanding Dec 19, 2024 152,261,189 Common Shares Used to compute 23.1% stake from initial investment

Shares outstanding Dec 31, 2025 160,761,539 Common Shares From NMG Form 40-F filed March 26, 2026

Key Terms

beneficially own, Rule 13d-3(d)(1), Warrants, private placement, +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)"

Warrants financial

"Common Shares that are 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.

private placement financial

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

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.

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 now beneficially own?

Canada Growth Fund and its manager report beneficial ownership of 39,682,538 NMG Common Shares, representing 22.0% of the class on a deemed outstanding basis. This figure includes 19,841,269 Common Shares issuable upon exercise of Warrants held by Canada Growth Fund.

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

Under a December 2024 subscription agreement, Canada Growth Fund purchased 19,841,269 Common Shares and obtained Warrants for an additional 19,841,269 Common Shares, for an aggregate subscription price of US$25,000,000. This stake was described as about 23.1% of then‑outstanding Common Shares.

What are the terms of the April 2026 private placement with Nouveau Monde Graphite (NMG)?

On April 9, 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 investment is subject to NMG shareholder approval and represents roughly 27.7% of then‑outstanding Common Shares based on NMG’s Form 40‑F data.

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

Under an Investor Rights Agreement, Canada Growth Fund receives certain information and access rights to NMG’s books and records. It also has the right to appoint one member of the board of directors and one board observer, and has already appointed a board observer.

How do the reported ownership percentages for Canada Growth Fund in NMG get calculated?

The 22.0% beneficial ownership uses 180,602,808 Common Shares deemed outstanding under Rule 13d‑3(d)(1). That figure combines 160,761,539 Common Shares outstanding, per NMG’s March 26, 2026 Form 40‑F, plus 19,841,269 shares issuable upon exercise of Warrants held by Canada Growth Fund.

What future actions regarding Nouveau Monde Graphite (NMG) does Canada Growth Fund contemplate?

Canada Growth Fund states it will evaluate its NMG investment over time and may increase or decrease its holdings through various transaction types. It may also engage with NMG’s management, board, and other shareholders on business, strategy, and governance, consistent with securities law requirements.

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

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Accepted by SEC EDGAR 04/13/2026 - 09:49 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. 3)

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)

04/09/2026

(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. 3 to the Schedule 13D (this Amendment No. 3) 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 and April 6, 2026 (as amended, the Schedule 13D). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The purchase price for the 2026 Private Placement Common Shares (as defined below) is US$81,792,526.40 in cash, and the source of funds is expected to come from the working capital of CGF.
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 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. 3, 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 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby supplemented to add the following: April 2026 Subscription Agreement: The information set forth in Item 4 hereof is incorporated herein by reference. This description is a summary only and is qualified in its entirety by the terms of the April 2026 Subscription Agreement, which is filed as Exhibit 1 to this Amendment No. 3, and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 -- Subscription Agreement, dated as of April 9, 2026, by and between CGF and NMG.* * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Reporting Persons agree to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.

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:	04/13/2026

Signature:	/s/ Yannick Beaudoin
Name/Title:	Yannick Beaudoin, Chief Executive Officer of Canada Growth Fund Investment Management Inc., its Manager
Date:	04/13/2026

Canada Growth Fund Investment Management Inc.

Signature:	/s/ Selin Bastin
Name/Title:	Selin Bastin, Chief Legal Officer
Date:	04/13/2026

Signature:	/s/ Yannick Beaudoin
Name/Title:	Yannick Beaudoin, President and Chief Executive Officer
Date:	04/13/2026