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| CUSIP No. 66979W842 | | 13D | | Page 4 of 7 Pages |
| Item 1. | Security and Issuer |
This Schedule 13D (this “Schedule 13D”) relates to the common shares, without par value (“Common Shares”) of Nouveau Monde Graphite Inc., a corporation organized and existing under the laws of Canada (the “Issuer”). The principal executive offices of the Issuer are located at 481 rue Brassard, Saint-Michel-des-Saints, Québec J0K 3B0.
| Item 2. | Identity and Background |
This Schedule 13D is being filed by General Motors Holdings LLC, a Delaware limited liability company (“GM Holdings”), and General Motors Company, a Delaware corporation (“GM”) (collectively, the “Reporting Persons”). GM Holdings is a wholly owned subsidiary of GM. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is filed as Exhibit 99.1.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of GM and GM Holdings are set forth in Exhibit 99.2. The address of the principal business office of each of the Reporting Persons is 300 Renaissance Center, Detroit, MI 48265.
During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed in Exhibit 99.2, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
All of the Common Shares reported herein as beneficially owned by the Reporting Persons were acquired pursuant to the Subscription Agreement, dated February 14, 2024 (the “Subscription Agreement”), between the Issuer and GM Holdings, relating to an aggregate investment by GM Holdings of approximately US$150 million in the Issuer (the “Transaction”). The Transaction is expected to close in two tranches.
Tranche 1
The closing of the first tranche (“Tranche 1”) occurred on February 28, 2024 after the satisfaction of certain conditions precedent, including the receipt of approval for Tranche 1 from the TSX Venture Exchange (the “TSXV”). At the closing of Tranche 1, GM Holdings acquired 12,500,000 Common Shares and 12,500,000 warrants (collectively, the “Purchased Securities”) at a price per Purchased Security of US$2.00 for gross proceeds to the Issuer of US$25 million. The warrants (the “Tranche 2 Warrants”) will be exercisable for 12,500,000 Common Shares at an exercise price of US$2.38 per share for a term commencing on the date of the final investment decision (“FID”) by the Issuer’s board of directors and ending on the earlier of the date (i) upon which GM Holdings subscribes for and purchases Tranche 2 Shares (as defined below), (ii) upon which the Subscription Agreement is terminated pursuant to its terms or (iii) that is five years immediately following the Tranche 1 closing.
The Tranche 2 Warrants will be generally exercisable in full in connection with the closing of Tranche 2 (as defined below). Without the prior approval of the TSXV, GM Holdings may only exercise the Tranche 2 Warrants to the extent such exercise would not result in GM Holdings holding more than 19.9% of the outstanding Common Shares of the Issuer. If TSXV approval (which may include Issuer shareholder approval) is obtained to permit GM Holdings to hold in excess of 19.9%, there is a contractual limitation on the exercise of the Tranche 2 Warrants such that GM Holdings must not exceed 24.9% of the outstanding Common Shares of the Issuer.
Tranche 2
The Subscription Agreement also provides for the issuance of approximately US$125 million (the “Tranche 2 Investment”) of Common Shares (the “Tranche 2 Shares”) at a price per share to be determined, subject to certain adjustments and limitations described below. Completion of the second tranche (“Tranche 2”) is subject to several conditions, including Issuer shareholder approval for GM Holdings to hold in excess of 19.9%, a positive FID and the Issuer having secured sufficient capital related to the Matawinie Mine. The parties contemplate that the Tranche 2 investment will occur by November 30, 2024, subject to automatic extension until the termination of the Offtake Agreement (described in Item 6).
If, prior to the closing of the Tranche 2 Investment, GM Holdings has exercised the Tranche 2 Warrants or otherwise subscribed for Common Shares pursuant to participation rights (the “Participation Right Shares”) granted under the Investor Rights Agreement (described in Item 6), the Tranche 2 Investment will be reduced by the aggregate exercise price for the Tranche 2 Warrants or the aggregate subscription price for the Participation Right Shares, as applicable.
If TSXV approval (which may include Issuer shareholder approval) is obtained to permit GM Holdings to hold in excess of 19.9% of the outstanding Common Shares of the Issuer, there is a contractual limitation on the Tranche 2 Investment such that GM Holdings must not exceed 24.9% of the outstanding Common Shares of the Issuer. If this limitation applies, GM Holdings and the Investor have agreed to negotiate with respect to alternate means of providing capital for any shortfall.
This summary is qualified in its entirety by reference to the Subscription Agreement and the form of Warrant Certificate, copies of which are filed as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.
