| (a) | Beneficial Ownership of Common Shares of NMG as of October 24, 2025
Beneficial Ownership
Reporting Person:
Common Shares
Pallinghurst International(1)(3) 9,150,047
Pallinghurst Bond(2)(3) 13,026,348
Percentage(4)
Pallinghurst International(1)(3) 6.00%
Pallinghurst Bond(2)(3) 8.21%
Voting and Dispositive Power
Sole Power
Pallinghurst International(1)(3) 3,531,140
Pallinghurst Bond(2)(3) 13,026,348
Shared Power
Pallinghurst International(1)(3) 5,618,907
Pallinghurst Bond(2)(3) 0
(1) Pallinghurst International may be deemed the indirect beneficial owner of 5,618,907 Common Shares of NMG directly beneficially owned by Pallinghurst Graphite. Additionally, Pallinghurst International directly beneficially owns 3,531,140 Common Shares of NMG. No entity or individual is deemed to be an ultimate beneficial owner of Pallinghurst International's Common Shares. Thus, Pallinghurst International may be deemed to have shared voting and dispositive power over 5,618,907 Common Shares and to have sole voting and dispositive power of its 3,531,140 Common Shares.
(2) Pallinghurst Bond directly beneficially owns 6,776,348 Common Shares and 6,250,000 Warrants, with each such Warrant being exercisable for one Common Share of NMG in connection with a Tranche 2 investment at the final investment decision of NMG, or earlier if the Issuer were to issue an acceleration notice. No entity or individual is deemed to be an ultimate beneficial owner of Pallinghurst Bond's Common Shares. Thus, Pallinghurst Bond may be deemed to have sole voting and dispositive power of the 6,776,348 Common Shares and 6,250,000 Warrants.
(3) Each of Pallinghurst International and Pallinghurst Bond has a board of directors which makes voting and investment decisions over the Common Shares owned by it. However, because these boards are elected by different shareholder bases, no single director is deemed to control voting or disposition of the Common Shares owned by each of Pallinghurst International and Pallinghurst Bond. Thus, no individual or shareholder is deemed a common beneficial owner of the Common Shares of Pallinghurst International and Pallinghurst Bond. The table shows all Reporting Persons for illustrative purposes only, and is not an admission of co-ownership among Pallinghurst International and Pallinghurst Bond. Pallinghurst International and Pallinghurst Bond may still be deemed a "group" for purposes of Section 13(d) of the Exchange Act, because their boards of directors are composed of the same individuals and because both Pallinghurst International and Pallinghurst Bond are parties to and have rights under the Second Amended and Restated Investment Agreement with NMG.
(4) Based on 152,400,705 Common Shares of NMG outstanding as of October 23, 2025, as reported by NMG, plus, in the case only of Pallinghurst Bond, 6,250,000 Common Shares of NMG that may be issued if the underlying Warrants are exercised in full by Pallinghurst Bond.
Beneficial Ownership of Common Shares of NMG as of October 24, 2025
Beneficial Ownership
Covered Person:
Common Shares
Arne H. Frandsen(1) 494,296
Andrew Paul Willis(2) 112,500
Percentage(3)
Arne H. Frandsen(1) 0.32%
Andrew Paul Willis(2) 0.07%
Voting and Dispositive Power
Sole Power
Arne H. Frandsen(1) 494,296
Andrew Paul Willis(2) 112,500
Shared Power
Arne H. Frandsen(1) 0
Andrew Paul Willis(2) 0
(1) Mr. Frandsen is the direct beneficial owner of: (i) 311,796 Common Shares of NMG; and (ii) 182,500 stock options, which are currently exercisable into 182,500 Common Shares of NMG.
(2) Mr. Willis is the direct beneficial owner of 112,500 stock options, which are currently exercisable into 112,500 Common Shares of NMG.
(3) Based on 152,400,705 Common Shares of NMG outstanding as of October 21, 2025, as reported by NMG to the Reporting Persons, plus, with respect only to Mr. Frandsen, 182,500 Common Shares of NMG issuable upon the exercise of 182,500 stock options granted to Mr. Frandsen, and with respect only to Mr. Willis, 112,500 Common Shares of NMG issuable upon the exercise of 112,500 stock options granted to Mr. Willis.
Except as disclosed in this Schedule 13D, none of the Reporting Persons, or, to the best of the Reporting Persons' knowledge, any of the Covered Individuals, beneficially owns any Common Shares of NMG or has the right to acquire any Common Shares of NMG, and none of the Reporting Persons, or, to the best of the Reporting Persons' knowledge, any of the Covered Individuals, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares of NMG that they may be deemed to beneficially own. |
| (c) | During the 60 days preceding this Amendment No. 3, the Reporting Persons and, to the best of the Reporting Persons' knowledge, the Covered Persons did not transact in any Common Shares, except as follows:
Reporting Person - Pallinghurst International:
Date Transaction(1) Common Shares Per Share Price(2) Trading Range(3)
October 1, 2025 Sale 700 $2.80 $2.80 to $2.81
October 2, 2025 Sale 900 $2.69 $2.68 to $2.69
October 3, 2025 Sale 69,946 $2.79 $2.70 to $2.84
October 6, 2025 Sale 182,494 $2.90 $2.80 to $2.96
October 7, 2025 Sale 284,156 $3.10 $2.98 to $3.27
October 9, 2025 Sale 134,000 $3.86 $3.59 to $4.15
October 10, 2025 Sale 75,000 $3.73 $3.38 to $3.95
October 13, 2025 Sale 41,864 $3.73 $3.52 to $4.52
October 13, 2025 Sale 8,036 $4.91 $4.53 to $5.53
October 13, 2025 Sale 100 $5.75 $5.54 to $5.75
October 14, 2025 Sale 648,294 $4.91 $4.48 to $5.48
October 14, 2025 Sale 16,616 $5.85 $5.49 to $6.05
October 15, 2025 Sale 71,590 $4.39 $3.99 to $4.99
October 15, 2025 Sale 2,500 $5.07 $5.00 to $5.15
October 16, 2025 Sale 83,200 $3.51 $3.28 to $4.02
October 17, 2025 Sale 512,018 $3.41 $2.99 to $3.62
October 20, 2025 Sale 190,692 $3.22 $3.03 to $3.50
October 21, 2025 Sale 42,100 $3.01 $2.96 to $3.30
October 23, 2025 Sale 23,400 $3.01 $3.00 to $3.05
October 24, 2025 Sale 3,360 $3.01 $3.00 to $3.02
Total 2,390,966 $3.79
Covered Person - Andrew Paul Willis:
Date Transaction(1) Common Shares Per Share Price(2) Trading Range(3)
October 10, 2025 Sale 47,600 $3.57 $3.50 to $3.65
October 13, 2025 Sale 167,555 $3.62 $3.55 to $3.73
Total 215,155 $3.61
(1) All such transactions were effected in the open market by the Reporting Person or the Covered Person, as the case may be.
(2) Excludes commissions paid in per share prices. The prices reported in this column are weighted-average prices. These shares were sold in multiple transactions, within the ranges set forth in the above table.
(3) The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the above table. |
