Announce TSXV Conditional Acceptance and Filing of Filing Statement and Technical Report FOR Qualifying Transaction
1
AARDVARK 2 CAPITAL AND NUVAU MINERALS CORP.
ANNOUNCE TSXV CONDITIONAL ACCEPTANCE AND FILING OF FILING STATEMENT
AND TECHNICAL REPORT FOR QUALIFYING TRANSACTION
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.
November 19, 2024 – Toronto, Ontario – Aardvark 2 Capital Corp. (TSXV: ACCA.P) (the " Company")
and Nuvau Minerals Corp. (" Nuvau", and together with the Company, the " Parties") are pleased to
announce that they have received conditional acceptance from the TSX Venture Exchange (" TSXV") of
their previously-announced arm's length qualifying transaction (the " Qualifying Transaction "). In
connection with the Qualifying Transaction, the Parties have publicly filed a filing statement dated
November 14, 2024 (the "Filing Statement"), prepared in accordance with the requirements of the TSXV,
as well a technical report in respect of the Matagami Property (as defined below) dated November 11, 2024
(with an effective date of May 24, 2024) (the " Technical Report "), prepared in accordance with the
requirements of National Instrument 43-101 - Standards for Disclosure for Mineral Projects . The Filing
Statement and the Technical Report are both available under the Company's issuer profile on the System
for Electronic Data Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.ca.
Further to the Parties' comprehensive news releases dated June 17, 2024, July 29, 2024, October 23, 2024,
and November 15, 2024, the Qualifying Transaction will be completed by way of a three-cornered
amalgamation (the "Amalgamation") under the Business Corporations Act (Ontario) (the "OBCA") among
the Company, Nuvau, and 1000961682 Ontario Inc., a wholly-owned subsidiary of the Company
incorporated for the purpose of completing the Amalgamation. The Amalgamation will result in the reverse
takeover of the Company by the shareholders of Nuvau, following which, 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." or such other name as may be determined by Nuvau and is acceptable to
the applicable regulatory authorities. The business of the Resulting Issuer will be primarily focused on the
mineral exploration and development of the Matagami property (the "Matagami Property"), located in the
Abitibi region of central Québec. It is anticipated that the common shares of the Resulting Issuer will trade
on the TSXV shortly following the closing of the Qualifying Transaction.
The completion of the Qualifying Transaction is subject to a number of conditions including, but not limited
to, receipt of all required regulatory approvals, including final TSXV acceptance, and satisfaction of other
customary closing conditions. Assuming all conditions of closing are satisfied, the closing of the Qualifying
Transaction is expected to occur by the end of 2024 or such other date as the Parties may determine.
For further information regarding the Qualifying Transaction, please see the Filing Statement, which is
available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
About Nuvau
Nuvau is a Canadian mining company, incorporated under the OBCA, 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 the 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 TSXV) incorporated
under the OBCA on December 10, 2021. It is a reporting issuer in the provinces of British Columbia,
2
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
to identify forward-looking statements. More particularly and without limitation, this news release contains
forward-looking statements concerning the Qualifying Transaction (including the anticipated timing of the
closing thereof, the ability of the Parties to obtain all necessary regulatory approvals, and the anticipated
timing of the listing of the common shares of the Resulting Issuer on the TSXV), and the Resulting Issuer
(including the anticipated business of the Resulting Issuer). 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, (ii) the timely
receipt of all required shareholder, court, regulatory and third party approvals (as applicable), including
the final approval of the TSXV, (iii) the satisfaction of other closing conditions in accordance with the terms
of the business combination agreement dated July 26, 2024, as amended on November 15, 2024, among the
Parties, and (iv) the ability of the Parties to complete the Qualifying Transaction on the terms outlined in
the business combination agreement previously entered into by the Parties. 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,
TSXV acceptance. 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 Filing Statement or the management information
circular, 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.
3
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities
described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities
in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and
will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not
be offered or sold in the United States except in compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
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.