Early Warning Report Filed Pursuant to National Instrument 62-103 and 62-104
GUERNSEY, Channel Islands, Nov. 13, 2025 /CNW/ - Pallinghurst Graphite International Limited ("PGIL") and Pallinghurst Bond Limited ("PBL", and together with PGIL the "Reporting Person") have today filed an updated early warning report in connection with the disposition of Common Shares of Nouveau Monde Graphite Inc. (the "Issuer"). Between October 1, 2025 and November 12, 2025, the Reporting Person disposed of 3,213,313 Common Shares in the Issuer at an average price of USD3.62 per Common Share (CAD5.08 per Common Share) and for total gross proceeds of USD11,641,415 (CAD16,318,007). An aggregate 2.03% beneficial interest in the Issuer, on a partially diluted basis, had been disposed of following the close of trading on November 12, 2025.
Immediately prior to the disposition of Common Shares, the Reporting Person was deemed to have beneficial ownership, directly or indirectly, of an aggregate of 24,567,361 Common Shares consisting of:
| i. |
5,618,907 Common Shares owned indirectly by PGIL through a wholly owned subsidiary; |
| |
|
| ii. |
5,922,106 Common Shares owned directly by PGIL; |
| |
|
| iii. |
6,776,348 Common Shares owned directly by PBL; and |
| |
|
| iv. |
6,250,000 Warrants owned directly by PBL and exercisable into Common Shares at the final investment decision of the Issuer, or earlier if the Issuer were to issue an acceleration notice. |
This represented approximately 12.02% of the issued and outstanding Common Shares on an undiluted basis and 15.49% on a partially diluted basis (assuming the Warrants were exercised in full).
Following the disposition of Common Shares, the Reporting Person is deemed to have beneficial ownership, directly or indirectly, of an aggregate of 21,354,048 Common Shares consisting of:
| i. |
5,618,907 Common Shares owned indirectly by PGIL through a wholly owned subsidiary; |
| |
|
| ii. |
2,708,793 Common Shares owned directly by PGIL; |
| |
|
| iii. |
6,776,348 Common Shares owned directly by PBL; and |
| |
|
| iv. |
6,250,000 Warrants owned directly by PBL and exercisable into Common Shares at the final investment decision of the Issuer, or earlier if the Issuer were to issue an acceleration notice. |
This represents approximately 9.91% of the issued and outstanding Common Shares on an undiluted basis and 13.46% on a partially diluted basis (assuming the Warrants are exercised in full).
In accordance with applicable securities laws, the Reporting Person may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Issuer in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.
For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with these transactions, please go to the Issuer's profile on SEDAR+ (www.sedarplus.ca) or contact Andrew Willis at +44 1481 740 520. PGIL and PBL have their registered offices at 2nd Floor, 23-25 Le Pollet, St Peter Port, Guernsey, GY1 1WQ.
SOURCE Pallinghurst Graphite International Limited (PGIL)
Share this article