Mitsui & Co. Amends Stake in Nouveau Monde Graphite

TL;DR

Mitsui & Co. updated their Nouveau Monde Graphite filing. No major changes disclosed, but watch this space.

AI Summary

Mitsui & Co., Ltd. has amended its Schedule 13D filing regarding Nouveau Monde Graphite Inc. as of May 6, 2024. The filing indicates a change in the beneficial ownership of Nouveau Monde Graphite Inc. common shares. No specific dollar amounts or new percentage changes were detailed in this amendment.

Why It Matters

This amendment signals a potential shift or confirmation of Mitsui's investment strategy in the critical minerals sector, specifically graphite, which is vital for battery production.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in strategic investment or potential future corporate actions, impacting stock price and stability.

Key Players & Entities

• Mitsui & Co., Ltd. (company) — Filing party
• Nouveau Monde Graphite Inc. (company) — Subject company
• Mr. Katsuto Kawahara (person) — Contact person at Mitsui & Co., Ltd.

FAQ

Key Financial Figures

• $25,000,000 — ement (as defined in Item 4 hereof) was $25,000,000, which amount was set off against the p

Filing Documents

• tm2413559d1_sc13da.htm (SC 13D/A) — 46KB
• tm2413559d1_ex1.htm (EX-99.1) — 482KB
• tm2413559d1_ex2.htm (EX-99.2) — 175KB
• tm2413559d1_ex3.htm (EX-99.3) — 211KB
• 0001104659-24-057621.txt ( ) — 916KB

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations

of the Schedule 13D

Item 3 of the Schedule 13D is hereby amended and restated by the following: The purchase price under the Subscription Agreement (as defined in Item 4 hereof) was $25,000,000, which amount was set off against the principal value of the Convertible Note (as defined in Item 4 hereof). Page 2 of 6

Purpose of Transaction

Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and restated by the following: The Reporting Person entered into a subscription agreement (the “Subscription Agreement”), dated February 14, 2024, with NMG pursuant to which, on May 2, 2024, the Reporting Person purchased, on a private placement basis, 12,500,000 Common Shares and 12,500,000 Warrants for an aggregate subscription price of $25,000,000 (the “Investment”). Pursuant to the Subscription Agreement, the Reporting Person was issued 12,500,000 Common Shares and 12,500,000 Warrants. Each Warrant will generally be exercisable in accordance with the terms of the Warrant Certificate, which is filed with this Schedule 13D as Exhibit 2 and is incorporated herein by reference. Each Warrant will entitle the Reporting Person to acquire one (1) Common Share. Prior to entering into the Subscription Agreement, pursuant to a Convertible Note, by and between the Reporting Person and NMG, dated as of November 8, 2022 (the “Convertible Note”), the Reporting Person was deemed to have beneficial ownership of an aggregate of 11,052,695 Common Shares (consisting of 5,000,000 Common Shares issuable on conversion of a Convertible Note, 5,000,000 Common Shares underlying warrants issuable on conversion of the a Convertible Note, and 1,052,695 Common Shares issuable in connection with accrued interest under the Convertible Note), representing in the aggregate approximately 14.1% of the issued and outstanding Common Shares of NMG on a partially diluted basis (assuming conversion of the Convertible Note and exercise in full of the warrants issuable upon conversion thereof and issuance of the Common Shares issuable in connection with accrued interest thereunder). In connection with the Investment, the Convertible Note was redeemed, surrendered and canceled and 1,052,695 Common Shares were issued in connection with accrued interest under the Convertible Note. Pursuan

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D

Item 5 of the Schedule 13D is hereby amended and restated by the following: (a)-(b) The responses of the Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D, are incorporated herein by reference. Under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Exchange Act, the Reporting Person may be deemed to have the sole power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), 13,552,695 Common Shares and 12,500,000 Warrants, which represents approximately 20.9% of the outstanding Common Shares (on a partially diluted basis and assuming exercise in full of the Warrants). This percentage was calculated on the basis of 112,441,151 Common Shares outstanding as of May 2, 2024, based on information provided by NMG. (c) The Reporting Person, nor, to the knowledge of the Reporting Person, any of the persons listed on Annex A, have effected any transactions that may be deemed to be a transaction in the Common Shares during the past 60 days. (d)No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares that may be deemed to be beneficially owned by the Reporting Person as provided herein. (e)Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Schedule 13D is hereby amended and

Item 6 of the Schedule 13D is hereby amended and restated by the following: Subscription Agreement The information in Item 4 with respect to the Subscription Agreement is incorporated herein by reference to the extent applicable. The description of the Subscription Agreement is qualified in its entirety by the full text of the form thereof terms, a copy of which is filed as Exhibit 1 and is incorporated herein by reference. Warrant Certificate The information in Item 4 with respect to the Warrants is incorporated by reference herein to the extent applicable. The description of the Warrants is qualified in its entirety by reference to the full text of the Warrant Certificate, a copy of which is filed herewith as Exhibit 2 and is incorporated herein by reference. Investor Rights Agreement Concurrently with the closing of the Investment, the Reporting Person entered into an Investor Rights Agreement with NMG (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, the Reporting Person is required to “lock-up” its securities for a period of 12 months from the date of the closing of the Investment. The Investor Rights Agreement also provides among other things, for the Reporting Person to be entitled to the following: (a) the right to nominate one or two individuals to serve on the board of directors of the NMG for so long as it owns at least 10% or 20%; (b) the right to have (i) a nonvoting observer (as an alternative to each board nominee) and one nonvoting observer (in addition to the board nominee(s)) attend all of NMG’s board meetings for as long as it is entitled to designate a board nominee and (ii) a nonvoting observer attend all of the NMG’s board meetings for so long as it owns 5% or more of the issued and outstanding Common Shares Page 4 of 6 (c) the right to second one employee of the Reporting Person to NMG so long as the Reporting Person and NMG have entered into an agent or distribution

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits.

of the Schedule 13D is hereby amended and

Item 7 of the Schedule 13D is hereby amended and restated as follows: Exhibit 1 Subscription Agreement, dated as of February 14, 2024, by and between the Reporting Person and NMG. Exhibit 2 Warrant Certificate, dated as of May 2, 2024, by and between the Reporting Person and NMG. Exhibit 3 Investor Rights Agreement, dated as of May 2, 2024, by and between the Reporting Person and NMG. Exhibit 4 Convertible Note, dated as of November 8, 2022, by and between the Reporting Person and NMG (incorporated herein by reference to Exhibit 2 of the Schedule 13D filed by the Reporting Person with the SEC on November 18, 2022). Page 5 of 6 SIGNATURE After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. /s/ Katsuto Kawahara Name: K. Kawahara, General Manager Title: Advanced Materials Division Performance Materials Business Unit Date: 05-06-2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR