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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Nouveau Monde Graphite Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
66979W842 (CUSIP Number) |
Attention: Secretary 1195, avenue Lavigerie, Bureau 060 Quebec, A8, G1V 4N3 (514) 349-4534 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/20/2024 (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).
SCHEDULE 13D
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| CUSIP No. | 66979W842 |
| 1 |
Name of reporting person
Investissement Quebec | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
QUEBEC, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
51,446,774.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
28.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Includes (i) 25,637,260 Common Shares, representing approximately 16.84 percent of the issued and outstanding Shares, (ii) 19,841,269 warrants to purchase common shares, (iii) up to an additional 2,500,000 Common Shares issuable upon conversion in whole of a convertible note, (iv) up to 2,500,000 warrants issuable upon conversion in whole of a convertible note, and (v) 968,245 Common Shares issuable in payment of interest on the convertible note as of September 30, 2024.
(2) The percentages used herein are calculated based upon 152,261,514 outstanding Common Shares of Nouveau Monde Graphite Inc. as of December 20, 2024, plus 25,809,514 Common Shares in aggregate underlying convertible securities beneficially owned by Investissement Quebec (the ''Reporting Person'') and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
SCHEDULE 13D
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| 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:
6 CHEMIN DES BOULEAUX, L'ANGE-GARDIEN, Quebec,
QUEBEC, CANADA
, J8L 0G2. | |
Item 1 Comment:
Explanatory Note:
This Statement constitutes Amendment No. 3 to the Schedule 13D filed with the Securities and Exchange Commission (''SEC'') on March 30, 2022 (the ''Original Schedule 13D''), as amended through to the date hereof (the ''Amended Schedule 13D''), with respect to the Common Shares of Nouveau Monde Graphite Inc. (the ''Issuer''), held by Investissement Quebec (the ''Reporting Person'').
This Amendment No. 3 amends and supplements the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Amended Schedule 13D as hereby amended by adding the following at the end thereof:
The subscription price for the Common Shares was US$1.26 per Common Share and, for each Common Share so subscribed, the Issuer issued one Common Share purchase warrant to the Reporting Person (each a "2024 Warrant") entitling the holder thereof to acquire one Common Share (each a "Warrant Share") and the source of the funds was the working capital of the Reporting Person. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Amended Schedule 13D is hereby amended by adding the following at the end thereof:
On December 20, 2024, the Issuer issued to the Reported Person 19,841,269 Common Shares and 19,841,269 2024 Warrants for an aggregate subscription price of US$24,999,998.94 pursuant to a subscription agreement dated December 16, 2024 (the "2024 Subscription Agreement"). Each 2024 Warrant will entitle the holder thereof to acquire one Common Share at a price of US$2.38 per Warrant Share until December 20, 2029.
The Reporting Person acquired the securities for investment purposes. For so long as the Reporting Person directly or indirectly owns ten percent (10%) of the issued and outstanding Common Shares, the Reporting Person shall be entitled to designate one nominee for election or appointment to the Issuer's Board of Directors. For so long as the Reporting Person directly or indirectly owns twenty percent (20%) of the issued and outstanding Common Shares, the Reporting Person shall be entitled to designate two nominees for election or appointment to the Issuer's Board of Directors.
Depending on market conditions and other factors, the Reporting Person may from time to time acquire or dispose of securities of the Issuer in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving a security of the Issuer.
Except as reported herein, the Reporting Person does not have any plans which related to or would result in:
a. The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
d. Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of the Issuer;
f. Any other material change in the Issuer's business or corporate structure;
g. Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
i. A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of those enumerated above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended to read in its entirety as follows:
(a) - (b) Calculations of the percentage of Common Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 152,261,189 Common Shares outstanding as of December 20, 2024.
The aggregate number and percentage of Common Shares beneficially owned by the Reporting Person and, for the Reporting Person, the number of Common Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amended Schedule 13D and are incorporated herein by reference. | |
| (c) | Except as described in this Amended Schedule 13D, neither the Reporting Person nor, to the best of its knowledge, any of its executive officers or directors, has effected any transactions in Common Shares since October 19, 2024 (60 days prior to December 20, 2024). | |
| (d) | To the best knowledge of the Reporting Person, no one other than the Reporting Person, or its partners, members, affiliates or shareholders of such persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Amended Schedule 13D is hereby amended to add the following at the end thereof:
The information set forth in Item 4 hereof is incorporated herein by reference.
Upon closing of the transactions described in the Subscription Agreement, the Issuer and the Reporting Person will enter into (i) an investor rights agreement pursuant to which the Reporting Person will have the right to nominate a candidate or candidates for election or appointment to the Issuer's Board of Directors, the right to appoint a board observer to the Issuer's Board of Directors, pre-emptive rights and top-up rights with respect to subsequent offers of securities of the Issuer and access and information rights; and (ii) a registration rights agreement pursuant to which the Reporting Person may require the Issuer to register all or a portion of the Issuer's Common Shares. These rights will continue so long as the Reporting Person holds a certain proportion of the Issuer's outstanding common shares. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Description
99.3 List of Directors and Executive Officers of Investissement Quebec.
99.4 English Translation of Subscription Agreement dated December 16, 2024 by and between by and between Nouveau Monde Graphite Inc. and Investissement Quebec (incorporated by reference from Exhibit 99.4 to Nouveau Monde Graphite Inc.'s Current Report on Form 6-K filed with the SEC on December 26, 2024)
sec.gov/Archives/edgar/data/1649752/000110465924131696/tm2431435d1_ex99-4.htm
99.5 English Translation of Investors' Rights Agreement dated December 20, 2024 by and between by and between Nouveau Monde Graphite Inc. and Investissement Quebec (incorporated by reference from Exhibit 99.5 to Nouveau Monde Graphite Inc.'s Current Report on Form 6-K filed with the SEC on December 26, 2024)
sec.gov/Archives/edgar/data/1649752/000110465924131696/tm2431435d1_ex99-5.htm
99.6 English Translation of Registration Rights Agreement dated December 20, 2024 by and between by and between Nouveau Monde Graphite Inc. and Investissement Quebec (incorporated by reference from Exhibit 99.6 to Nouveau Monde Graphite Inc.'s Current Report on Form 6-K filed with the SEC on December 26, 2024)
sec.gov/Archives/edgar/data/1649752/000110465924131696/tm2431435d1_ex99-6.htm | ||
| 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.
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