Nuvau Minerals Corp. Completes Private Placement of Subscription Receipts FOR Approximately $9.2 Million
1
NUVAU MINERALS CORP. COMPLETES PRIVATE PLACEMENT OF SUBSCRIPTION
RECEIPTS FOR APPROXIMATELY $9.2 MILLION
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 26, 2024 – Toronto, Ontario – Aardvark 2 Capital Corp. (TSXV: ACCB.P) (the "Company" or
"Aardvark") and Nuvau Minerals Corp. (" Nuvau") are pleased to announce that Nuvau has closed its
previously announced private placement of subscription receipts of Nuvau (the "Subscription Receipts"),
consisting of the issuance of an aggregate of 10,207,531 Subscription Receipts at a price of $0.90 per
Subscription Receipt (the "Issue Price") for aggregate gross proceeds of $9,186,777.90 (the " Offering").
The Offering was comprised of a brokered and non-brokered component, with the brokered portion
completed in accordance with, among other things, the terms of an agency agreement dated November 26,
2024 among the Company, Nuvau, Ventum Financial Corp. and Eight Capital, as co-lead agents and joint
bookrunners, (together, the "Co-Lead Agents"), Canaccord Genuity Corp., National Bank Financial Inc.
and SCP Resource Finance LP (together with the Co-Lead Agents, the " Agents"). The Offering was
completed in connection with the previously-announced arm's length Qualifying Transaction (as such term
is defined in the policies of the TSX Venture Exchange (the " TSXV")) (the " Qualifying Transaction")
proposed to be completed by the Company and Nuvau, further details of which may be found in the prior
news releases of the Company, including the most recent news release of the Company dated November
19, 2024.
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement
dated November 26, 2024 (the " Subscription Receipt Agreement") among Nuvau, the Co-Lead Agents,
on behalf of the Agents, and TSX Trust Company (the " Subscription Receipt Agent "), as subscription
receipt agent. 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) on or before May 26, 2025 (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 a period of 24 months from the closing date of the
Qualifying Transaction at an exercise price of $1.35 per Nuvau Share. Pursuant to the Qualifying
Transaction, each outstanding Nuvau Share shall be immediately exchanged for one common share of
Aardvark (being the resulting issuer following completion of the Qualifying Transaction, the " Resulting
Issuer") and each Nuvau Warrant shall be immediately exchanged for one warrant to purchase common
shares of the Resulting Issuer (on substantially the same economic terms as the Nuvau Warrant) for no
additional consideration and without any further action by the holders thereof.
In consideration for their services in connection with the brokered portion of the Offering, Nuvau has agreed
pay to the Agents an aggregate cash fee of $259,081.20 (the "Agent's Fee"), representing 6.0% of the gross
proceeds from the sale of the Subscription Receipts sold in the brokered portion of the Offering, excluding
the Subscription Receipts sold to certain subscribers. As additional consideration for the services of the
Agents, Nuvau issued to the Agents an aggregate of 287,868 compensation options of Nuvau (the
"Compensation Options") representing 6.0% of the number of Subscription Receipts sold in the brokered
portion of the Offering, excluding the Subscription Receipts sold to certain subscribers. Each Compensation
Option will, upon completion of the Qualifying Transaction, be automatically exchanged for one
compensation option of the Resulting Issuer (the " Resulting Compensation Options "), with each
Resulting Compensation Option exercisable to acquire one common share of the Resulting Issuer, at a price
of $0.90 per Resulting Issuer share for a period of 24 months following the date of closing of the Qualifying
Transaction.
2
On closing of the Offering, 50% of the Agent's Fee together with the expenses of the Agents were paid to
the Agents by Nuvau, with the remaining 50% of the Agent's Fee is to be paid to the Agents upon
satisfaction and/or waiver of the Escrow Release Conditions in accordance with the provisions of the
Subscription Receipt Agreement.
Upon closing of the Offering, the gross proceeds of the Offering were 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 Issue 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).
The net proceeds of the Offering are expected to be used for exploration drilling, prospecting, geophysics,
geological mapping, metallurgical testing, as well as for working capital and general corporate purposes.
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.
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 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,
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 Offering and the Qualifying Transaction (including, without
limitation, the use of proceeds, and the satisfaction and/or waiver of the Escrow Release Conditions).
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,
3
and the Qualifying Transaction, and (ii) the timely receipt of all required shareholder, court and regulatory
approvals for the Qualifying Transaction (as applicable), including the final approval of the TSXV. 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
Company and Nuvau 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 the Company nor Nuvau 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.
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
CEO, 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.