Announce Terms of Private Placement of Subscription Receipts
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AARDVARK 2 CAPITAL CORP. AND NUVAU MINERALS CORP.
ANNOUNCE TERMS OF PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS
Not for distribution to United States newswire services or for release, publication, distribution or
dissemination, directly or indirectly, in whole or in part, in or into the United States.
October 23, 2024 – Toronto, Ontario – Aardvark 2 Capital Corp. (TSXV: ACCB.P) (the "Company") and
Nuvau Minerals Corp. ("Nuvau", and together with the Company, the "Parties") are pleased to provide an
update to the terms of the previously announced brokered private placement (the " Concurrent
Financing"). The Concurrent Financing will be a best-efforts private placement of subscription receipts by
Nuvau (the "Subscription Receipts") for gross proceeds of up to $8,010,000, to be completed in connection
with the proposed reverse takeover of the Company by Nuvau (the " Qualifying Transaction"), which
transaction is intended to constitute the Company's "Qualifying Transaction" (within the meaning of Policy
2.4 – Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual). Following the
completion of the Qualifying Transaction, the Company, as the issuer resulting therefrom (the " Resulting
Issuer"), is expected to carry on the current business of Nuvau under the name "Nuvau Minerals Corp."
For further details relating to the Concurrent Financing and Qualifying Transaction, please refer to the
Company's news releases dated June 17, 2024 and July 29, 2024.
Nuvau has entered into an engagement agreement with Ventum Financial Corp. and Eight Capital, as co-
lead agents and joint bookrunners, (together, the " Co-Lead Agents") on behalf of a syndicate of agents
(together with the Co-Lead Agents, the "Agents"), in connection with the best-efforts private placement of
Subscription Receipts at a price of $0.90 per Subscription Receipt (the " Offering Price") for aggregate
gross proceeds of up to $8,010,000. As part of the Concurrent Financing, Nuvau has granted the Agents an
option (the "Agents’ Option") to offer up to an additional $1,201,500 in Subscription Receipts, for potential
aggregate gross proceeds of up to $9,211,500 under the Concurrent Financing. The Agents’ Option may be
exercised in whole or in part at any time prior to the closing of the Concurrent Financing. Closing of the
Concurrent Financing is expected to occur on or about November 13, 2024.
The Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt
agreement (the " Subscription Receipt Agreement ") between Nuvau, the Co-Lead Agents, on behalf of
the Agents, and a subscription receipt agent (the " Subscription Receipt Agent") mutually acceptable to
Nuvau and the Co-Lead Agents. Each Subscription Receipt will be deemed to be automatically converted,
without payment of additional consideration or further action by the holder thereof, into one unit in the
capital of Nuvau (each, a " Nuvau Unit"), subject to adjustment in certain events, immediately before the
closing of the Qualifying Transaction upon the satisfaction and/or waiver of the Escrow Release Conditions
(as defined in the Subscription Receipt Agreement) at or before the date that is six months from the closing
date of the Concurrent Financing (the "Escrow Release Deadline"). Each Nuvau Unit shall consist of one
common share (a " Nuvau Share") in the capital of Nuvau and one-half of one Nuvau Share purchase
warrant (each whole warrant, a " Nuvau Warrant"). Each Nuvau Warrant shall be exercisable into one
additional Nuvau Share for two years from the closing date of the Qualifying Transaction at an exercise
price of $1.35 per Nuvau Share. Upon completion of the Qualifying Transaction, each Nuvau Share shall
be immediately exchanged for one common share of the Resulting Issuer (each, a " Resulting Issuer
Share") and each Nuvau Warrant shall be immediately exchanged for one warrant of the Resulting Issuer
for no additional consideration and without any further action by the holders thereof.
In consideration for their services in connection with the Concurrent Financing, Nuvau has agreed to pay
the Agents a cash fee (the " Agent's Fee ") equal to 6.0% of the gross proceeds from the sale of the
Subscription Receipts, other than in respect of Subscription Receipts issued to certain institutional and
investment fund subscribers residing in Québec (the “ Excluded Investors”), for which there shall be no
fee payable on such issuances to Excluded Investors. 50% of the Agent's Fee will be paid on the closing
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date of the Concurrent Financing and the remaining 50% of the Agent's Fee will be deposited in escrow.
As additional consideration for the services of the Agents, the Agents will be granted compensation options
of Nuvau (the "Compensation Options") equal to 6.0% of the number of Subscription Receipts sold in the
Concurrent Financing, which, for greater certainty, includes Subscription Receipts sold pursuant to the
exercise of the Agents’ Option, other than in respect of Subscription Receipts issued to Excluded Investors
for which no Compensation Options will be issued. Each Compensation Option shall, upon completion of
the Qualifying Transaction, be automatically exchanged for one compensation option of the Resulting
Issuer (the " Resulting Compensation Options "). Each Resulting Compensation Option shall be
exercisable to acquire one Resulting Issuer Share at the Offering Price for a period of 24 months following
the date of closing of the Qualifying Transaction.
Upon closing of the Concurrent Financing, the gross proceeds of the Concurrent Financing, less 50% of the
Agent's Fee and the Agents' estimated expenses, will be deposited in escrow with the Subscription Receipt
Agent pending satisfaction and/or waiver of the Escrow Release Conditions in accordance with the
provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to
and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions
are not satisfied and/or waived on or before the Escrow Release Deadline, each of the then issued and
outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each
holder of Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription
Receipts held by such holder plus an amount equal to the holder's pro rata share of any interest or other
income earned on the escrowed funds (less applicable withholding tax, if any). To the extent that the
escrowed funds are insufficient to refund such amounts to each holder of the Subscription Receipts, Nuvau
shall be liable for and will contribute such amounts as are necessary to satisfy the shortfall.
The proceeds of the Concurrent Financing are expected to be used for exploration drilling, prospecting,
geophysics, geological mapping, metallurgical testing, as well as for working capital and general corporate
purposes.
About Nuvau
Nuvau is a Canadian mining company, incorporated under the Business Corporations Act (Ontario),
currently in the exploration and development phase. Nuvau's principal asset is its right to earn-in a 100%
undivided interest from Glencore in the Matagami Property located in Abitibi region of central Québec,
Canada pursuant to an amended and restated earn-in agreement dated June 28, 2024 between Nuvau and
Glencore.
About Aardvark 2 Capital Corp.
The Company is a capital pool company (within the meaning of the policies of the TSX Venture Exchange)
incorporated under the Business Corporations Act (Ontario) on December 10, 2021. It is a reporting issuer
in the provinces of British Columbia, Alberta, Ontario, New Brunswick and Nova Scotia, with its registered
and head office located in Toronto, Ontario. The Company has no commercial operations and no assets
other than cash.
Cautionary Statements
This news release contains forward-looking statements and forward-looking information (collectively,
"forward-looking statements") within the meaning of applicable securities laws. Any statements that are
contained in this news release that are not statements of historical fact may be deemed to be forward-
looking statements. Forward-looking statements are often identified by terms such as "may", "should",
"anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended
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to identify forward-looking statements. More particularly and without limitation, this news release contains
forward-looking statements concerning the Qualifying Transaction and Concurrent Financing. Forward-
looking statements are inherently uncertain, and the actual performance may be affected by a number of
material factors, assumptions and expectations, many of which are beyond the control of the Parties,
including expectations and assumptions concerning (i) the Company, Nuvau, the Resulting Issuer, and the
Qualifying Transaction and the Concurrent Financing, (ii) the ability of Nuvau and the Co-Lead Agents to
negotiate and enter into the Subscription Receipt Agreement on satisfactory terms, (iii) the timely receipt
of all required shareholder, court, regulatory and third party approvals (as applicable), including the
approval of the TSX Venture Exchange, (iv) the satisfaction of other closing conditions in accordance with
the terms of the business combination agreement dated July 26, 2024 (the “ Business Combination
Agreement”) by and between the Company, Nuvau and 1000961682 Ontario Inc. (a wholly-owned
subsidiary of the Company), (v) the ability to close the Concurrent Financing on the proposed terms or at
all, (vi) the satisfaction and/or waiver of the Escrow Release Conditions in accordance with the terms of
the Subscription Receipt Agreement, and (vii) the ability of the Parties to complete the Qualifying
Transaction on the terms outlined in the Business Combination Agreement (or at all). Readers are
cautioned that assumptions used in the preparation of any forward-looking statements may prove to be
incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a
result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond
the control of the Parties. Readers are further cautioned not to place undue reliance on any forward-looking
statements, as such information, although considered reasonable by the respective management of the
Parties at the time of preparation, may prove to be incorrect and actual results may differ materially from
those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release,
and are expressly qualified by the foregoing cautionary statement. Except as expressly required by
securities law, neither Party undertakes any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information, future events or otherwise.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to,
TSX Venture Exchange acceptance and the receipt of shareholder approvals in respect of certain corporate
matters as further detailed in the Business Combination Agreement. There can be no assurance that the
Qualifying Transaction will be completed on the terms presently contemplated or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement
to be prepared in connection with the Qualifying Transaction, any information released or received with
respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and
has neither approved nor disapproved the contents of this news release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in
any jurisdiction.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act
and applicable state securities laws or an exemption from such registration is available.
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Further Information
All information contained in this news release with respect to the Company and Nuvau was supplied by the
respective Party for inclusion herein, and each Party and its directors and officers have relied on the other
Party for any information concerning the other Party.
For further information please contact:
Aardvark 2 Capital Corp.
Zachary Goldenberg
C.E.O, and Director
Telephone: 647-987-5083
Email: [email protected]
Nuvau Minerals Corp.
Peter Van Alphen
President and CEO
Telephone: 416-525-6023
Email: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
news release. No stock exchange, securities commission or other regulatory authority has approved
or disapproved the information contained herein.