Item 4 — Purpose of Transaction
Eni International entered into a subscription agreement, dated April 9, 2026 (the "Subscription Agreement"), with the Issuer, pursuant to which Eni International, on May 15, 2026 purchased, on a private placement basis, 38,043,478 Common Shares of the Issuer (the "Purchased Shares") for an aggregate subscription price of US$69,999,999.52. This represents approximately 11.6% of the Issuer's outstanding Common Shares, calculated on the basis of (i) the 160,826,539 Common Shares outstanding as of April 13, 2026, as reported in the Prospectus Supplement filed by the Issuer with the Commission on April 13, 2026, (ii) the 115,847,791 Common Shares issued in the private placement to Eni International and other investors on May 15, 2026 (the "Private Placement") and (iii) the 52,440,000 Common Shares issued pursuant to subscription receipts issued pursuant to the Prospectus Supplement on May 15, 2026. The Purchased Shares were acquired by the Reporting Persons for investment purposes in the ordinary course of business and in consistency with Eni's strategy to diversify its supply chains. The investment in NMG enables Eni to enter the critical minerals value chain through a partnership with a leading company in the sector, while leveraging its distinctive technological know-how. In addition, through this transaction, Eni will have the opportunity to negotiate exclusive supply agreements for graphite and active anode material. The Reporting Persons will evaluate their investment in the Issuer from time to time and may at any time, based on such evaluation, market conditions and other circumstances, increase or decrease their security holdings in the Issuer or may change their investment strategy as regards to the Issuer. The Reporting Persons intend to monitor and evaluate the investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem relevant. The Reporting Persons may engage in discussions with management, the board of directors of the Issuer (the "board"), other shareholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements and in compliance with applicable securities laws. The Reporting Persons may from time to time in the future seek to acquire, alone or in conjunction with others, additional Common Shares or other securities issued by the Issuer through open market purchases, block trades, privately negotiated transactions, tender offer, merger, amalgamation, reorganization or otherwise. The Reporting Persons may also dispose of all or a portion of the securities of the Issuer, in registered offerings or in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Common Shares, in each case, subject to limitations under applicable law and any other required approvals. Under the terms of the Investor Rights Agreement (as defined below), Eni International will have certain information and access rights to books and records. Eni International also currently has the right to designate one board nominee or one board observer as provided in the relevant agreements. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change its purpose and/or develop such plans and may seek to influence management or the board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.