0001104659-23-005345.txt : 20230120 0001104659-23-005345.hdr.sgml : 20230120 20230120141617 ACCESSION NUMBER: 0001104659-23-005345 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230120 FILED AS OF DATE: 20230120 DATE AS OF CHANGE: 20230120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nouveau Monde Graphite Inc. CENTRAL INDEX KEY: 0001649752 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40416 FILM NUMBER: 23540384 BUSINESS ADDRESS: STREET 1: 6 CHEMIN DES BOULEAUX CITY: L'ANGE-GARDIEN STATE: A8 ZIP: J8L 0G2 BUSINESS PHONE: 819-923-0333 MAIL ADDRESS: STREET 1: 6 CHEMIN DES BOULEAUX CITY: L'ANGE-GARDIEN STATE: A8 ZIP: J8L 0G2 FORMER COMPANY: FORMER CONFORMED NAME: Nouveau Monde Mining Enterprises Inc. DATE OF NAME CHANGE: 20150731 6-K 1 tm233910d1_6k.htm FORM 6-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2023
Commission File Number: 001-40416

 

Nouveau Monde Graphite Inc.
(Translation of registrant’s name into English)

 

481 rue Brassard
Saint-Michel-des-Saints, Quebec
Canada J0K 3B0

 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ¨    Form 40-F x

 

 

 

 

 

INCORPORATION BY REFERENCE

 

Exhibit 99.1 of this Form 6-K is hereby filed and incorporated by reference into the registrant’s Registration Statement on Form F-10 (File No. 333-256340).

 

 

 

 

DOCUMENTS TO BE FILED AS PART OF THIS FORM 6-K

 

99.1Material Change Report dated January 20, 2023

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

  Nouveau Monde Graphite Inc.
  (Registrant)
   
Date:  January 20, 2023 /s/ Josée Gagnon
  Josée Gagnon
  Vice President, Legal Affairs & Corporate Secretary

 

 

 

 EX-99.1 2 tm233910d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

SCHEDULE 51-102F3

 

Material Change Report

 

1.Name and Address of the Corporation

 

NOUVEAU MONDE GRAPHITE INC. (the “Corporation”)
481 Rue Brassard
Saint-Michel-des-Saints QC, J0K 3B0

 

2.Date of Material Change

 

January 18, 2023

 

3.News Release

 

A news release, in French and English versions, was issued on January 18, 2023 through Business Wire and filed on SEDAR and EDGAR.

 

4.Summary of Material Change

 

The Corporation announced the engagement of Red Cloud Securities (“Red Cloud”) and specifies the grant of consultant options.

 

5.Full Description of Material Change

 

5.1Full Description of Material Change

 

The Corporation announced the engagement of Red Cloud to provide liquidity services to the Corporation. Also, the Corporation specified that the new options granted on December 1, 2022, to two consultants, will vest at certain conditions on or before March 28, 2025, and will expire two (2) years following the vesting of those options (no later than March 28, 2027).

 

Engagement of Red Cloud

 

The Corporation announced that it has retained Red Cloud, subject to all required regulatory approvals, including the approval of the TSX Venture Exchange (the “Exchange”) to provide liquidity services to the Corporation in compliance with the policies and guidelines of the Exchange and other applicable legislation, pursuant to an agreement engagement letter entered into between the Corporation and Red Cloud effective as of January 2, 2023 (the “Agreement”). Red Cloud is a Toronto-based financial services company that helps mineral exploration and mining companies with accessing capital markets and enhancing their corporate profile. Red Cloud is not promoting the specific purchase or sale of securities. Red Cloud will trade shares of the Corporation on the Exchange for the purposes of maintaining a reasonable market and improving the liquidity of the Corporation’s common shares.

 

 

 

 

Under the Agreement, the Corporation will pay Red Cloud $5,000 per month during the term, payable quarterly in advance. The term of engagement is ongoing and may be terminated by either party on 30-day prior written notice. The Corporation and Red Cloud have an arm’s length relationship, but Red Cloud and/or its clients may have an interest, directly or indirectly, in the securities of the Corporation. Adam Smith will be the responsible person. The Agreement is principally for the purposes of maintaining market stability and liquidity for the Corporation’s common shares and is not a formal market-making agreement. There are no performance factors contained in the Agreement and Red Cloud will not receive any shares or options from the Corporation as compensation for the services it will render.

 

Other

 

On December 1, 2022, the Corporation announced the cancellation of 487,804 options and grant of 453,048 new options to two consultants, subject to the Exchange approval. The Corporation wished to specify that those new options will vest at certain conditions on or before March 28, 2025, and will expire two (2) years following the vesting of those options (no later than March 28, 2027).

 

6.Reliance on subsection 7.1(2) of Regulation 51-102

 

Not applicable.

 

7.Omitted Information

 

Not applicable.

 

8.Executive Officer

 

For all additional information, please contact:

 

Ms. Josée Gagnon
Vice President – Legal Affairs and Secretary
Telephone: (450) 757-8905

 

9.Date of Report

 

January 20, 2023