SCHEDULE: Pallinghurst Reduces Nouveau Monde Graphite Stake
Beneficial Ownership Amendment
Pallinghurst Graphite International has reduced its stake in Nouveau Monde Graphite Inc. by selling over 2.39 million common shares, decreasing its beneficial ownership to 6.00%.
Summary
- Pallinghurst Graphite International Limited disposed of 2,390,966 Common Shares of Nouveau Monde Graphite Inc. (NMG) between October 1, 2025, and October 24, 2025.
- This disposition represents 1.57% of the total outstanding Common Shares of NMG.
- As of October 24, 2025, Pallinghurst Graphite International's beneficial ownership in NMG stands at 9,150,047 Common Shares, representing 6.00% of the class.
- Pallinghurst Bond Limited beneficially owns 13,026,348 Common Shares, representing 8.21% of the class, including 6,250,000 warrants exercisable into Common Shares.
- Pallinghurst Graphite ceased to be a beneficial owner of more than five percent of NMG's Common Shares on December 20, 2024.
- Andrew Paul Willis, a Covered Person, sold 215,155 Common Shares between October 10, 2025, and October 13, 2025, at a weighted-average price of $3.61 per share.
- Arne H. Frandsen beneficially owns 494,296 Common Shares (0.32%), including 182,500 stock options.
- Andrew Paul Willis beneficially owns 112,500 Common Shares (0.07%), all from stock options.
Sentiment
Score: 3
Explanation: The sentiment is negative as a significant institutional investor has reduced its stake in the company, which can signal a lack of confidence or a shift in investment strategy.
Negatives
- A significant shareholder, Pallinghurst Graphite International, has reduced its stake in Nouveau Monde Graphite Inc., which could be perceived as a negative signal by the market.
- Pallinghurst Graphite, a related entity, ceased to be a beneficial owner of more than five percent of NMG's Common Shares in December 2024, indicating a longer-term trend of reduced significant ownership.
Future Outlook
The filing does not provide any forward-looking statements or guidance from Nouveau Monde Graphite Inc. management.
Industry Context
The filing does not provide specific industry context or relate this ownership change to broader industry trends or competitors.
Related Party Transactions
- Pallinghurst International and Pallinghurst Bond are parties to and have rights under the Second Amended and Restated Investment Agreement with NMG, indicating an ongoing relationship.
Stakeholder Impact
- Shareholders: The reduction in stake by a major institutional investor could lead to negative market sentiment and potentially impact share price.
- Management: May need to address investor concerns regarding the reduction in a significant shareholder's position.
Key Dates
| Date | Description |
|---|---|
| 2022-04-01 | Original Schedule 13D filed with the U.S. Securities and Exchange Commission. |
| 2022-11-15 | First Amendment to the Original Schedule 13D filed. |
| 2024-05-02 | Second Amendment to the Original Schedule 13D filed. |
| 2024-12-20 | Pallinghurst Graphite ceased to be the beneficial owner of more than five percent of the Common Shares of NMG. |
| 2025-10-01 | Start date of Pallinghurst International's share dispositions. |
| 2025-10-10 | Start date of Andrew Paul Willis's share dispositions. |
| 2025-10-13 | End date of Andrew Paul Willis's share dispositions. |
| 2025-10-15 | Date of event which requires filing of this statement (likely related to cumulative sales reaching a threshold). |
| 2025-10-21 | Date NMG reported 152,400,705 Common Shares outstanding to Reporting Persons for Mr. Frandsen and Mr. Willis's percentage calculation. |
| 2025-10-23 | Date NMG reported 152,400,705 Common Shares outstanding for Pallinghurst International and Pallinghurst Bond's percentage calculation. |
| 2025-10-24 | End date of Pallinghurst International's share dispositions and the date for beneficial ownership calculation. |
| 2025-10-29 | Signature date for the Amendment No. 3 filing by Pallinghurst Graphite International Limited and Pallinghurst Bond Limited. |
Recommendation
sellThe reduction in stake by a major institutional investor, Pallinghurst Graphite International, signals a potential loss of confidence or a strategic divestment. This action, coupled with Pallinghurst Graphite ceasing to be a 5% beneficial owner earlier, suggests a bearish outlook from a key financial partner. A seasoned investor would likely interpret this as a negative signal, potentially leading to a 'sell' recommendation to mitigate risk or reallocate capital.
Keywords
Nouveau Monde Graphite, Pallinghurst, SEC Filing, Schedule 13D, Beneficial Ownership, Common Shares, Stock Options, Warrants, Graphite Industry
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