Nuvau Minerals Inc. Announces Non-Brokered Private Placement of Flow-Through Shares
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NUVAU MINERALS INC. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF
FLOW-THROUGH SHARES
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
December 23, 2024 – Toronto, Ontario – Nuvau Minerals Inc. (TSXV: NMC) (the " Company" or
"Nuvau") is pleased to announce the terms of a proposed non-brokered private placement of up to 2,222,222
common shares of the Company (the "Common Shares") for aggregate gross proceeds of up to $2,000,000
(the "Offering"). The Offering will include the issuance of any combination of Common Shares issued at
a price of $0.90 per Common Share (the "National FT Shares") and/or Common Shares issued at a price
of $1.03 per Common Share to certain purchasers located in or subject to tax in the Provinc e of Québec
(the "Québec FT Shares" and, together with the National FT Shares, the "Flow-Through Shares"). Each
Flow-Through Share will qualify as a "flow-through share" as defined in subsection 66(15) of the Income
Tax Act (Canada) (the "Tax Act") and section 359.1 of the Taxation Act (Québec) (the "Québec Tax Act"),
as applicable.
The Company will use an amount equal to the gross proceeds from the Offering to incur (or be deemed to
incur) eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as
defined in the Tax Act), (ii) "flow-through critical mineral mining expenditures" (as defined in subsection
127(9) of the Tax Act) (collectively, the " Qualifying Expenditures"), and (iii) with respect to the gross
proceeds from the issuance of Québec FT Shares, the gross proceeds will also qualify fo r inclusion in the
"exploration base relating to certain Québec exploration expenses" within the meaning of Section 726.4.10
of the Québec Tax Act and for inclusion in the "exploration base relating to certain Québec surface mining
exploration expenses" wi thin the meaning of Section 726.4.17.2 of the Québec Tax Act. Qualifying
Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the Flow -
Through Shares will be incurred (or deemed to be incurred) by the Company on or before December 31,
2025, and will be renounced by the Company to the initial purchasers of the Flow-Through Shares with an
effective date no later than December 31, 2024.
The National FT Shares will be offered in each of the provinces and territories of Canada (other than
Québec) and the Québec FT Shares will be offered in the province of Québec, in each case on a private
placement basis to investors who are exempt from prospectus requirements, and will be subject to a hold
period of four months and one day following the date of issue in accordance with applicable securities laws
in Canada.
The Offering remains subject to certain conditions including, but not limited to, the receipt of all necessary
regulatory and other approvals including the conditional approval of the TSX Venture Exchange (the
"Exchange"). The Offering is expected to close on or about December 30, 2024.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, 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 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.
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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 timing and ability of the Company to close the Offering on the
terms announced, the proposed use of proceeds of the Offering, the Company's ability to incur Qualifying
Expenditures and renounce the gross proceeds to subscriber s, the Company's ability to obtain 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 circum stances 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, neither the Company nor Nuvau und ertakes 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:
Nuvau Minerals Inc.
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 o r other regulatory authority has approved
or disapproved the information contained herein.