SCHEDULE 13D/A: Pallinghurst International Reduces Nouveau Monde Graphite Stake
Beneficial Ownership Update
Pallinghurst Graphite International has decreased its beneficial ownership in Nouveau Monde Graphite Inc. by 1.00%, falling below the 5% reporting threshold.
Summary
- Pallinghurst Graphite International Limited (Pallinghurst International) disposed of 1,528,666 Common Shares of Nouveau Monde Graphite Inc. (NMG) between October 30, 2025, and November 14, 2025.
- This disposition represents 1.00% of the total outstanding Common Shares of NMG.
- As a result, Pallinghurst International's beneficial ownership in NMG fell to 5.00% (7,621,381 shares) as of November 14, 2025, ceasing to be a beneficial owner of more than five percent.
- Pallinghurst Bond Limited (Pallinghurst Bond) continues to beneficially own 13,026,348 Common Shares, representing 8.21% of the class, which includes 6,250,000 warrants exercisable into Common Shares.
- The transactions by Pallinghurst International occurred in the open market at weighted-average prices ranging from $3.02 to $3.25 per share, with an overall weighted-average price of $3.16.
- The total outstanding Common Shares of NMG were 152,428,205 as of November 11, 2025.
Sentiment
Score: 3
Explanation: The reduction in a significant investor's stake, particularly falling below a key reporting threshold, is generally perceived negatively by the market, suggesting a potential lack of confidence or a strategic divestment.
Negatives
- A significant investor, Pallinghurst Graphite International, reduced its stake in Nouveau Monde Graphite Inc. by 1.00%.
- Pallinghurst Graphite International's beneficial ownership dropped below the 5% threshold, indicating a reduced commitment or a strategic portfolio adjustment.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: May view the reduction in Pallinghurst International's stake negatively, potentially leading to downward pressure on the share price due to concerns about investor confidence.
Key Dates
| Date | Description |
|---|---|
| 2022-04-01 | Original Schedule 13D filed with the SEC. |
| 2022-11-15 | First Amendment to Original Schedule 13D filed. |
| 2024-05-02 | Second Amendment to Original Schedule 13D filed. |
| 2025-10-29 | Third Amendment to Original Schedule 13D filed. |
| 2025-10-30 | Start date of Pallinghurst International's share dispositions. |
| 2025-11-11 | Date NMG reported 152,428,205 Common Shares outstanding. |
| 2025-11-14 | Date of event requiring filing of this statement; Pallinghurst International ceased to be a beneficial owner of more than five percent of NMG Common Shares; End date of Pallinghurst International's share dispositions. |
| 2025-11-24 | Date Amendment No. 4 was signed by Andrew Willis. |
Recommendation
holdWhile a significant investor reducing their stake and falling below the 5% threshold is a negative signal, Pallinghurst entities (Pallinghurst International and Pallinghurst Bond) still collectively hold a substantial position in Nouveau Monde Graphite Inc. and are party to an investment agreement. The reduction by Pallinghurst International represents 1% of outstanding shares, which is not a complete divestment. Investors should monitor future filings and company performance, but a 'hold' recommendation is appropriate given the continued, albeit reduced, institutional backing and the potential for future warrant exercise.
Keywords
Nouveau Monde Graphite, NMG, Pallinghurst, Graphite, Schedule 13D, Beneficial Ownership, Share Sale, Investor Stake, Mining
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