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

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Canada Growth Fund Inc. and its manager report beneficial ownership of 39,682,538 Nouveau Monde Graphite common shares, representing 22.0% of the class. This total includes 19,841,269 shares issuable upon exercise of warrants held by Canada Growth Fund.

The amendment is being filed because Nouveau Monde Graphite’s outstanding common shares increased to 160,761,539, which changes the percentage calculation. The reporting persons state they made no transactions in the shares during the past sixty days.

Positive

  • None.

Negative

  • None.
Beneficial ownership 39,682,538 shares Common shares beneficially owned by each reporting person
Ownership percentage 22.0% Percent of Nouveau Monde Graphite common shares represented by reported holdings
Outstanding shares 160,761,539 shares Common shares outstanding according to Form 40-F filed March 26, 2026
Shares issuable on warrants 19,841,269 shares Common shares issuable upon exercise of warrants held by Canada Growth Fund
Deemed outstanding shares 180,602,808 shares Shares deemed outstanding under Rule 13d-3(d)(1) for ownership calculation
beneficial ownership financial
"Under the definition of beneficial ownership, as set forth in Rule 13d-3"
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.
Rule 13d-3(d)(1) regulatory
"based on 180,602,808 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)"
Schedule 13D regulatory
"This Amendment No. 1 to the (Amendment No. 1) amends and supplements the filed by the Reporting Persons"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Warrants financial
"plus 19,841,269 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.
dispositive power financial
"investment power which includes the power to dispose, or to direct the disposition of, such security"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.





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)
03/26/2026

(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




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




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


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:03/30/2026
Signature:/s/ Yannick Beaudoin
Name/Title:Yannick Beaudoin, President and Chief Executive Officer of Canada Growth Fund Investment Management Inc., its Manager
Date:03/30/2026
Canada Growth Fund Investment Management Inc.
Signature:/s/ Selin Bastin
Name/Title:Selin Bastin, Chief Legal Officer
Date:03/30/2026
Signature:/s/ Yannick Beaudoin
Name/Title:Yannick Beaudoin, President and Chief Executive Officer
Date:03/30/2026