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Form SCHEDULE 13D/A Nouveau Monde Graphite Filed by: Canada Growth Fund Inc.

May 15, 2026 4:39 PM





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).




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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 and the 2026 Private Placement Common Shares (as defined below). In Item 13, the percentage is based on 348,955,599 Common Shares deemed outstanding, in part, 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 160,826,539 Common Shares outstanding according to the Form 6-K filed by NMG with the U.S. Securities and Exchange Commission (SEC) on May 12, 2026, plus 19,841,269 Common Shares that are issuable upon exercise of Warrants held by CGF, plus 44,452,460 2026 Private Placement Common Shares, plus 123,835,331 additional Common Shares issued in connection with NMG's April 2026 private placement (other than the 2026 Private Placement Common Shares) and concurrent bought deal subscription receipt public offering (collectively, the April Transactions).


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 and the 2026 Private Placement Common Shares. 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 348,955,599 Common Shares deemed outstanding, in part, pursuant to Rule 13d-3(d)(1) calculated as the sum of 160,826,539 Common Shares outstanding according to the Form 6-K filed by NMG with the SEC on May 12, 2026, plus 19,841,269 Common Shares that are issuable upon exercise of Warrants held by CGF, plus 44,452,460 2026 Private Placement Common Shares, plus 123,835,331 additional Common Shares issued in connection with the April Transactions.


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:05/15/2026
Signature:/s/ Yannick Beaudoin
Name/Title:Yannick Beaudoin, Chief Executive Officer of Canada Growth Fund Investment Management Inc., its Manager
Date:05/15/2026
Canada Growth Fund Investment Management Inc.
Signature:/s/ Selin Bastin
Name/Title:Selin Bastin, Chief Legal Officer
Date:05/15/2026
Signature:/s/ Yannick Beaudoin
Name/Title:Yannick Beaudoin, Chief Executive Officer
Date:05/15/2026

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