Nuvau Minerals Announces Closing of Final Tranche of Brokered Private Placement
Nuvau Minerals Announces Closing of Final
Tranche of Brokered Private Placement
Toronto, Ontario--(Newsfile Corp. - March 6, 2026) - Nuvau Minerals Inc. (TSXV: NMC) (the "
Company
"
or "
Nuvau
") is pleased to announce that it has closed the second and final tranche of its previously
announced brokered private placement pursuant to which the Company issued (i) an aggregate of
7,928,523 common shares of the Company (each, a "
FT Share
") that qualify as "flow-through shares"
within the meaning of the
Income Tax Act
(Canada) (the "
Tax Act
"), at an issue price of $0.90 per FT
Share, for gross proceeds of $7,135,670.70, and (ii) an aggregate of 320,000 units of the Company
(each, a "
Unit
"), at a price of $0.80 per Unit, for gross proceeds of $256,000 (together, the "
Offering
").
Together with the closing of the first tranche of the Offering on February 25, 2026, the Company has
raised an aggregate of $21,368,670.70 in gross proceeds. Each Unit is comprised of one common
share of the Company (each, a "
Common Share
") and one-half of one transferrable common share
purchase warrant of the Company (each whole warrant, a "
Warrant
"), with each Warrant entitling the
holder thereof to purchase one Common Share at a price of $1.30 per Common Share until February
25, 2029.
The gross proceeds of the Offering will be used by the Company to incur eligible "Canadian exploration
expenses" (as defined in the Tax Act), which will qualify as "flow-through mining expenditures" or as
"flow-through critical mineral mining expenditures" ("
FTCMME
") (each as defined in the Tax Act) (the
"
Qualifying Expenditures
"). At least 30% of the Qualifying Expenditures to be renounced to each
subscriber of FT Shares will qualify as FTCMME, with certain subscribers being entitled to the
renunciation of a higher percentage of Qualifying Expenditures that qualify as FTCMME. All Qualifying
Expenditures will be incurred by the Company on or before December 31, 2027, and will be renounced
in favour of the subscribers of the FT Shares with an effective date on or before December 31, 2026.
The Offering was co-led by Clarus Securities Inc. and Integrity Capital Group Inc., as co-lead agents and
co-lead bookrunners (together, the "
Agents
"). In consideration for the Agents' services, the Company
paid the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering (the "
Cash
Fee
"), provided that the Company paid a reduced Cash Fee of 3.0% in respect of the gross proceeds
raised from sales to purchasers included on a president's list formed by the Company in consultation
with the Agents (the "
President's List Purchasers
"). In addition, the Company agreed to issue to the
Agents such number of non-transferable compensation options of the Company (the "
Compensation
Options
") as is equal to 6.0% of the aggregate number of FT Shares and/or Units sold under the
Offering; provided that such number of Compensation Options was reduced to 3.0% of number of FT
Shares and/or Units sold to President's List Purchasers. Each Compensation Option entitles the holder
thereof to purchase one Unit at a price of $0.80 per Unit at any time and from time to time until March 6,
2029.
In connection with the Offering, a director of the Company subscribed for an aggregate of 444,444 FT
Shares for aggregate gross proceeds of $444,444. Each subscription by an "insider" is considered to
be a "related party transaction" for the purposes of Multilateral Instrument 61-101 -
Protection of Minority
Security Holders in Special Transactions
("
MI 61-101
"). The Company is relying on exemptions from
the formal valuation and minority shareholder approval requirements available under MI 61-101.
Specifically, the Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in
reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves
insiders, is not more than 25% of the Company's market capitalization. Additionally, the Company is
exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on
section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is
not more than 25% of the Company's market capitalization. The Company did not file a material change
report more than 21 days before the expected closing date of the Offering as the details of the Offering
and the participation of insiders therein was not settled until shortly prior to the closing of the Offering,
and the Company wished to close the Offering on an expedited basis for sound business reasons.
All securities issued under the Offering are subject to a hold period expiring four months and one day
from the date hereof. The Offering remains subject to final acceptance of the TSX Venture Exchange.
The securities offered have not been registered under the U.S. Securities Act, and may not be
offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in any State in which
such offer, solicitation or sale would be unlawful.
About Nuvau
Nuvau is a Canadian mining company, incorporated under the OBCA, currently in the exploration and
development phase. Nuvau's principal asset is the Matagami property, located in Abitibi region of
central Québec, Canada. The Matagami property was acquired from Glencore Canada Corporation on
March 1, 2026, pursuant to the terms and conditions of a second amended and restated earn-in
agreement dated January 28, 2026, among Nuvau, Nuvau Minerals Corp. and Glencore Canada
Corporation.
Further Information
All information contained in this news release with respect to the Company 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:
Nuvau Minerals Inc.
Peter Van Alphen
President and CEO
Telephone: 416-525-6063
Email:
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 proposed use of proceeds of the
Offering, and the Company's ability to obtain final exchange approval for the Offering. 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
Company, including expectations and assumptions concerning the Company and the Matagami
property. 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 Company. Readers are further cautioned
not to place undue reliance on any forward-looking statements, as such information, although
considered reasonable by the management of the Company 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, the Company does not undertake 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.
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.
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UNITED STATES
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