UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Nouveau Monde Graphite Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
66979W842
(CUSIP Number)
Investissement Québec
1195, avenue Lavigerie, Bureau 060
Québec, Québec G1V 4N3
418 643-5172
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 8, 2022
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
| 1. |
Names of Reporting Persons. |
||
| Investissement Québec | |||
| 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 | ||
| Québec, Canada | |||
|
Number of |
7. |
Sole Voting Power |
|
| 10,795,991 (1) | |||
| 8. |
Shared Voting Power |
||
| 0 | |||
| 9. |
Sole Dispositive Power |
||
| 10,795,991 (1) | |||
| 10. |
Shared Dispositive Power |
||
| 0 | |||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
||
| 10,795,991 (1) | |||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
||
| ☐ | |||
| 13. |
Percent of Class Represented by Amount in Row (11) |
||
| 17.74% (2) | |||
| 14. |
Type of Reporting Person: |
||
| CO | |||
(1) Includes (i) 5,795,991 Common Shares, representing approximately 10.38% of the issued and outstanding Shares, (ii) up to an additional 2,500,000 Common Shares issuable upon conversion in whole of the Convertible Note (as defined in Item 4 hereof), and (iii) up to 2,500,000 Warrants issuable upon conversion in whole of the Convertible Note.
(2) The percentages used herein are calculated based upon 55,857,898 outstanding Common Shares of Nouveau Monde Graphite Inc. as of November 7, 2022, plus 5,000,000 Common Shares in aggregate underlying convertible securities beneficially owned by Investissement Quebéc (the "Reporting Person") and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
Explanatory Note:
This Statement constitutes Amendment No. 2 to the Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission ("SEC") on March 30, 2022, with respect to the Common Shares of Nouveau Monde Graphite Inc. (the "Issuer"), held by Investissement Québec. This Amendment No. 2 is filed only to include Exhibit 99.2 hereto; otherwise the information contained herein is identical to Amendment No. 1 to the Original Schedule 13D filed with the SEC on November 14, 2022.
This Amendment No. 2 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 Original Schedule 13D remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D as hereby amended by adding the following at the end thereof:
The purchase price for the Convertible Note was US$12,500,000 and the source of the funds was the working capital of the Reporting Person.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended by adding the following at the end thereof:
On November 8, 2022, the Issuer issued to the Reported Person an unsecured convertible note in the principal amount of US$12,500,000 note (the "Convertible Note") pursuant to a note subscription agreement dated October 19, 2022 (the "Subscription Agreement").
The Convertible Note matures November 8, 2025 and interest is payable on a quarterly basis, either in cash beginning on December 31, 2022 or the Issuer may elect to capitalize interest and settle in fully paid Common Shares, subject to the approval of the TSX Venture Exchange (the "TSXV"). Interest accrues at the higher of 6.0% per annum and the 90-day average SOFR+4% per year (calculated quarterly). If the Issuer elects to settle the interest in Common Shares, settlement will be at the market price (as defined in the TSXV's policies) determined as of the end of the quarter in which such interest became payable.
The conversion price of the Convertible Note is US$5.00 per unit, with each unit comprised of one Common Share and one Warrant. Each Warrant will entitle the holder thereof to acquire one Common Share at a price of US$5.70 per Common Share for a period of 24 months from the date of issuance thereof upon conversion of the Convertible Note in accordance with its terms.
Item 5. Interest in Securities of the Issuer.
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 55,847,898 Common Shares outstanding as of September 16, 2022, as reported on the Issuer's website.
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 Schedule 13D and are incorporated herein by reference.
(c) Except as described in this 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 September 9, 2022 (60 days prior to November 8, 2022).
(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 Original 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.
In connection with the issuance of the Convertible Note, upon closing of the transactions described in the Subscription Agreement, the Issuer and the Reporting Person will enter into an investment agreement (the "Investment Agreement") pursuant to which the Reporting Person will have the following rights: (i) a right to nominate a candidate for election or appointment as a director of the Issuer, (ii) a right of first refusal with respect to subsequent offers of shares of the issuer or securities exercisable, convertible or exchangeable for shares of the Issuer, (iii) an anti-dilution right to maintain its equity interest in the Issuer, and (iv) access and information rights. These rights will continue so long as the Reporting Person holds at least ten percent (10%) of the Issuer's outstanding common shares.
Item 7. Materials to be Filed as Exhibits
SIGNATURES
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.
Dated: November 21, 2022
| INVESTISSEMENT QUÉBEC | ||
| By: | Marie-France Paré | |
| Name: | Marie-France Paré | |
| Title: | Legal Counsel, Senior Vice Presidency, Legal Affairs and Corporate Secretary |
|
SCHEDULE I
Executive Officers and Directors of Investissement Québec
The name and principal occupation of each director and executive officer of Investissement Québec are set forth below. The address for each person listed below is c/o Investissement Québec, 1195, avenue Lavigerie, Bureau 060, Québec, Québec G1V 4N3. All executive officers and directors listed are not United States citizens.
OFFICERS:
| Name | Present Principal Occupation or Employment | |
| Guy LeBlanc | President and Chief Executive Officer | |
| Hubert Bolduc | President, Investissement Québec International | |
| Sylvain Gendron | Senior Vice-President, Legal Affairs and Corporate Secretary | |
| Bicha Ngo | Senior Executive Vice President, Private Equity | |
| Sylvie Pinsonnault | Senior Vice President, Business Strategies, Innovation and Sustainable Development | |
| Christian Settano | Senior Vice President, Finance, Risk Management and Information Technology | |
| Jocelyn Beauchesne | Senior Vice-President, Regional Network | |
| Marie Zakaib | Senior Vice President, Human Resources and Internal Communications |
DIRECTORS:
| Name | Present Principal Occupation or Employment | |
| Geneviève Fortier | Chairman of the Board - Chief Executive Officer of Promutuel Assurance | |
| Guy LeBlanc | Director - President and Chief Executive Officer, Investissement Québec | |
| Anne Bourhis | Independent Director - Human Resources Management Professor, HEC Montréal | |
| Catherine Dubé | Independent Director - CPHR | |
| Claudine Roy | Independent Director - President and Chief Executive Officer, Gestion immobilière Gaspé | |
| Daniel Gauvin | Independent Director - Corporate Director | |
| David Bahan | Director - Deputy Minister of the Ministry of Economy and Innovation | |
| Éloïse Harvey | Director - President, Mecfor Inc. | |
| Jean Gattuso | Director - Corporate Director | |
| Louise Sanscartier | Independent Director - Governance Consultant and Corporate Director | |
| Madeleine Féquière | Independent Director - Director and Corporate Credit Chief, Domtar | |
| Manon Genest | Independent Director - Founding partner, TACT Intelligence-conseil | |
| Marie-Soleil Tremblay | Independent Director - Full Professor, École Nationale d'Administration Publique (ÉNAP) |
Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Common Shares.