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 2024
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
DOCUMENTS TO BE FILED AS PART OF THIS FORM 6-K
| 99.1 | Material Change Report dated January 31, 2024 |
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 31, 2024 | /s/ Josée Gagnon | |
| Josée Gagnon | ||
| Vice President, Legal Affairs & Corporate Secretary |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
NOUVEAU MONDE GRAPHITE INC. (the “Corporation”)
481 Rue Brassard
Saint-Michel-des-Saints QC, J0K 3B0
| Item 2 | Dates of Material Change |
January 21, 2024 and January 31, 2024.
| Item 3 | News Releases |
News releases, in French and English versions, were issued on January 22, 2024 and January 31, 2024, through Business Wire and filed on SEDAR+ and EDGAR.
| Item 4 | Summary of Material Change |
The Corporation announced the purchase of the Lac Guéret graphite property and the subsequent closing of such transaction.
| Item 5 | Full Description of Material Change |
5.1 Full Description of Material Change
On January 22, 2024, the Corporation announced having entered into an asset purchase agreement dated January 21, 2024 with Mason Resources Inc. ("Mason") for the acquisition of the Lac Guéret Property, targeted for the development of the Uatnan Mining Project.
The consideration for the acquisition of the Lac Guéret Property is payable in 6,208,210 common shares of the Corporation, representing 9.25% of the pro forma issued and outstanding shares of the Corporation, to be issued to Mason upon the closing of the transaction. A subsequent payment of $5,000,000 will be made to Mason at the start of commercial production of the contemplated Uatnan Mining Project.
Closing of the transaction occurred on January 31, 2024, which also superseded and terminated the previously announced investment agreement, and option and joint venture agreement between Mason and the Corporation.
5.2 Disclosure for Restructuring Transactions
N/A
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
This report is not being filed on a confidential basis.
| Item 7 | Omitted Information |
N/A
| Item 8 | Executive Officer |
For all additional information, please contact:
Ms. Josée Gagnon
Vice President – Legal Affairs and Secretary
Telephone: (450) 757-8905 #405
| Item 9 | Date of Report |
January 31, 2024