Announces Additional Details About Its Qualifying Transaction
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AARDVARK 2 CAPITAL CORP. AND NUVAU MINERALS CORP.
ANNOUNCES ADDITIONAL DETAILS ABOUT ITS 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 15, 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
additional details on the proposed transaction between the Company and Nuvau, discussed in their joint
news releases dated June 17, 20 24, July 29, 2024 and October 23, 2024. As previously announced the
Company and Nuvau have entered in to a definitive business combination agreement dated July 26, 2024
(the " Business Combination Agreement ") in respect of an arm's length "qualifying transaction" (the
"Qualifying Transaction"), as such term is defined in Policy 2.4 – Capital Pool Companies of the TSX
Venture Exchange (the " TSXV") Corporate Finance Manual. In this news release, references to the
"Resulting Issuer" is the Company after the closing of the Qualifying Transaction.
Consideration
In connection with the Qualifying Transaction, it is expected that an aggregate of approximately 47,077,888
common shares of the Company (which will be issued on a post-consolidation basis after giving effect to
the 7.2 to one consolidation of common shares of the Company) (" Post-Consolidation Aardvark
Shares"), will be issued to the former shareholders of Nuvau in consideration for the Qualifying
Transaction. All Post-Consolidation Aardvark Shares issued in connection with the closing of the Proposed
Qualifying Transaction will be issued at a deemed is sue price of $0.90 per Post-Consolidation Aardvark
Share, for an aggregate dollar value of $42,370,099.20.
All convertible securities of Nuvau outstanding imme diately prior to the closing of the Qualifying
Transaction are expected to be replaced with or ex changed for equivalent convertible securities of the
Company entitling the holders thereof to acquire Post -Consolidation Aardvark Shares in lieu of common
shares of Nuvau.
Additional Disclosure Regarding the Qualifying Transaction
Insiders of the Resulting Issuer
Upon the completion of the Qualifying Transaction, it is expected that the directors and officers of the
Resulting Issuer will be reconstituted to be comprised of the individuals nominated by Nuvau, subject to
compliance with the requirements of the TSXV and applicable securities and corporate laws. Nuvau expects
that the board of directors of the Resulting Issuer will include Peter Van Alphen, Ewan Downie, Michael
Vitton, Fariah Mir, Steven Bowles and Christina McCarthy. It is expected that Peter Van Alphen will serve
as Chief Executive Officer and that Steve Filipovic will serve as Chief Financial Officer and Secretary of
the Resulting Issuer.
Peter Van Alphen
Peter van Alphen has almost 30 years of experience in progressive leadership roles in various sectors of
mining industry. He earned his Mining engineering degree at The University of the Witwatersrand in South
Africa. Most recently he was the COO of Premier Gold Mines Ltd, where he oversaw Premier's mining and
development projects. Prior to that he served as Cana dian Country Manager for Pan American Silver, VP
of Operations for Tahoe Resources, and VP of Opera tions for Lake Shore Gold. He was also involved in
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various management positions with FNX Mining in Sudbury, with the building of Podolsky Mine and
reopening of Levack Mine.
Ewan Downie
Ewan Downie is a successful company builder and en trepreneur with over 25 years of experience in the
mining industry. He currently serves as the Chief Executive Officer of i-80 Gold Corp. Prior to this, he held
the position of President and CEO of Premier Go ld Mines Ltd and is now serving as Non-Executive
Chairman and Director of Wolfden Resources Corporation, Throughout his career, Ewan has been a part of
several gold and base metal discoveries, earning recognition for his achievements, including being awarded
the 2003 Prospectors and Developers Association of Canada's "Bill Dennis Prospector of The Year."
Michael Vitton
Mr. Vitton served as the Executive Managing Director and Head of US Equity at BMO Capital Markets,
where he was instrumental in originating and executing over USD $200 billion worth of public and
secondary offerings and M&A transactions across all sectors. In the metals and mining sector, he has been
involved in numerous significant deals as a seed investor, lead/co-lead underwriter, or in a M&A capacity.
Mr. Vitton was a co-founder of MMX Minerals e Metalic os SA (Brazil) and LLX Logistica SA (Brazil),
returning $8.4 billion USD. Co-founder of Petro Ri o SA, a leading USD $7 billion public oil and gas
producer. Co- founder of P5 Infrastructure, selling with EQT, Global Gateway South for $2.3 billion USD.
Recently, he has acted as seed investor and capital ma rkets advisor to Newmarket Gold Inc., which was
sold to Kirkland Lake Gold for CAD $1 billion, sub sequently combining with Agnico Eagle. Mr. Vitton
acted as investor and capital markets advisor to ASX listed Gold Road Resources Ltd. bringing the Guyere
gold mine into production jointly with Gold Fields Ltd. Mr. Vitton acted as investor and capital market
advisor for Cardinal Resources Ltd., acquired by Shandong Gold. Served as investor and director of Premier
Gold, acquired by Equinox Gold with I-80 Gold spinco. Seed investor of Go Gold Resources and director
of Western Copper and Gold Corporation. He holds a degree from the University of Michigan Business
School and has served as a Seat Holder on the NYSE and President of the New York Society of Metals
Analysts. Mr. Vitton has a strong track record of investing and partnering with some of the largest sovereign
funds, private equity funds, mutual funds, and he dge funds and focuses on opportunities in the energy,
infrastructure, industrial, and mining sectors.
Fariah Mir
Fariah Mir is currently the Senior Manager, Acc ounting Policy & Advisory at TD Bank Group. Prior to
that, Fariah worked as a Senior Accountant, Assurance Advisory at Deloitte LLP from September 2014 to
September 2017 and as a Senior Financial Analyst at IAMGOLD Corporation from September 2017 to July
2019. Fariah holds a degree in Bachelor of Commerce, Honours Accounting from York University. She is
also a member in good standing with the Chartered Professional Accountants of Ontario.
Steven Bowles
Steven Bowles has extensive expe rience in the Mining & Metals sector, encompassing private equity
investment, project management, and operations management. He currently serves as Managing Partner at
Nebari Partners. Prior to this role, he held the position of Senior Director of investment in natural resources
and energy within Investment Quebec's private equ ity group. Throughout his career, Steven has led
development teams on numerous large-scale mining projects, guiding them from study phases to
construction and commissioning in va rious regions, including the Canadian Arctic, the Middle East, and
Latin America. He also served as Operations Manage r for the Raglan Nickel Operation, which includes
four underground mines. Steven holds an MBA from the Richard Ivy School of Business at Western
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University and a BSc Engineering from the University of Waterloo. He has been recognized for his
outstanding leadership and was awarded the Bedford Canadian Young Mining Leaders Awards.
Steve Filipovic
Steve Filipovic is a Chartered Professional Accountant with more than 23 years' financial management and
oversight experience. Steve was a member of the executive team that founded Premier Gold Mines Limited
in 2006 and, as its Chief Financial Officer, played an integral role in transitioning the company from
explorer to producer until acquisition by Equinox Gold Corp. in 2021. Prior to that he served as Chief
Financial Officer of Zinifex Canada Inc. and was Vice President, Finance of Wolfden Resources Inc. until
its acquisition by Zinifex in 2007. Steve has held numerous director and/or senior officer roles with other
reporting issuers and, prior to entering the mining sector, practiced as an Audit Manager with Ernst &
Young LLP in their Calgary based Oil & Gas group. Steve holds an Honours Bachelor of Commerce Degree
from Lakehead University, is a member in good sta nding with the Chartered Professional Accountants of
Ontario, Chartered Professional Accountants of Alberta and is an ICD.D designated member of the Institute
of Corporate Directors.
Christina McCarthy
Christina McCarthy is a geologist with over 15 years of experience in the resource capital markets. Ms.
McCarthy is the former President and CEO of Paycore Minerals Inc., later acquired by i-80 Gold Corp.
She previously held the position of Vice President of Corporate Development for New Oroperu Resources
Inc., which was acquired by Anacortes Mining Corp. in 2021. Ms. McCarthy served as Director of
Corporate Development for McEwen Mining from 2014 to 2019. She spent the past 15 years in various
roles, including management and board roles, equity research at Euro Pacific, and Institutional Sales at
Haywood Securities, as well as building an exempt market dealer focusing on resources. Prior to entering
the resource capital markets, she worked for a junior exploration company managing exploration
programs on multiple projects throughout Norway and Sweden.
EuroPac Gold
In addition to the proposed members of the board of directors of the Resulting Issuer, EuroPac Gold Fund
is expected to hold more than 10% of the common sh ares of the Resulting Issuer and would therefore be
considered an "insider" of the Resulting Issuer. EuroPac Gold Fund is a fund with its headquarters in Puerto
Rico. It is managed and controlled by Adrian Day, a portfolio manager.
Finder's Fee
The Company will pay a finder's fee to a non-arm's length party in connection with the Qualifying
Transaction. Aardvark has agreed to compensate Triforce Ventures SA, the finder, for introducing Nuvau
to the Company in an amount equal to $180,000 to be settled through the issuance of common shares of the
Resulting Issuer ("Resulting Issuer Shares") at a deemed price of $0.90 per Resulting Issuer Share, being
200,000 Resulting Issuer Shares (the "Finder's Fee").
Such Finder's Fee received requisite approval from the TSXV on August 29, 2024 and from the disinterested
shareholders at the annual and special meeting of the shareholders of the Company.
Financial Information Relating to Nuvau and its Principal Asset
The following table sets out selected unaudited financial information with respect to Nuvau as at the period
ended June 30, 2024. Such unaudite d financial information has been prepared in accordance with
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International Financial Reporting Standards, issued by the International Accounting Standards Board, and
are denominated in Canadian dollars.
Nuvau
(as at June 30, 2024)
($)
Current Assets 2,380,630
Non-current Assets 100,000
Total Assets 2,480,630
Current Liabilities 2,476,744
Total Liabilities 2,476,744
Shareholders' Equity (Deficiency) 3,886
Net Loss 4,881,246
For additional information relating to the terms of the Qualifying Transaction, please refer to a copy of the
Business Combination Agreement as well as the joint news releases dated June 17, 2024,July 29, 2024 and
October 23, 2024, each of which is available on SEDAR+ (www.sedarplus.ca) under the Company's issuer
profile. In addition, more informa tion relating to the Qualifying Transac tion and the Resulting Issuer will
be available in the Company's filing statement in resp ect of the Qualifying Transaction to be filed in due
course on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.
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 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 m eaning of the policies of the TSXV) incorporated
under the OBCA on December 10, 2021. It is a repor ting 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 statemen ts and forward-looking information (collectively,
"forward-looking statements") within the meaning of applicable s ecurities 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 Qualify ing Transaction. 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
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and assumptions concerning (i) the Company, Nuvau, the Resulting Issuer, and the Qualifying Transaction,
(ii) the timely receipt of all required sharehold er, court, regulatory and third party approvals (as
applicable), including the approval of the TSXV, (iii) the satisfaction of other closing conditions in
accordance with the terms of the Business Combination Agreement, and (i v) the ability of the Parties to
complete the Qualifying Transaction on the terms ou tlined in the Business Combination Agreement (or at
all), and (v) the proposed directors, officers and insi ders of the Resulting Issuer. Readers are cautioned
that assumptions used in the pre paration of any forward-looking stat ements may prove to be incorrect.
Events or circumstances may cause actual results to d iffer 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 consid ered 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 th e Qualifying Transaction w ill 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 Tr ansaction, any information released or received with
respect to the Qualifying Transaction may not be a ccurate 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 Q ualifying 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 se ll 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 comp liance 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 a nd 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
Nuvau Minerals Corp.
Peter Van Alphen
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C.E.O, and Director
Telephone: 647-987-5083
Email: [email protected]
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 commi ssion or other regulatory authority has approved
or disapproved the information contained herein.