Nouveau Monde Graphite Inc. Amended Major Shareholder Report

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.

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.

Key Figures

Beneficial ownership: 39,682,538 shares Ownership percentage: 22.0% Outstanding shares: 160,761,539 shares +2 more

5 metrics

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

Key Terms

beneficial ownership, Rule 13d-3(d)(1), Schedule 13D, Warrants, +1 more

5 terms

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.

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

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Accepted by SEC EDGAR 03/30/2026 - 10:08 AM 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. 1)

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)

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

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. 1 to the Schedule 13D (Amendment No. 1) amends and supplements the Schedule 13D filed by the Reporting Persons with the SEC on December 23, 2024 (Schedule 13D). This Amendment No. 1 is being filed solely due to an increase in NMG's total number of outstanding Common Shares and not as a result of any transactions by the Reporting Persons. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
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. 1, 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 39,682,538 Common Shares, which represents approximately 22.0% of the outstanding Common Shares. This percentage was calculated 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.
(b)	The response of the Reporting Persons to Item 5(a) hereof is incorporated herein by reference.
(c)	No transactions in the Common Shares were effected during the past sixty days by the Reporting Persons or, to the knowledge of the Reporting Persons, any person named in Exhibit 1.
(d)	None.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Directors and Executive Officers of the Reporting 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:	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