Nuvau Minerals Inc. Completes Qualifying Transaction December, 12, 2024

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NUVAU MINERALS INC. COMPLETES QUALIFYING TRANSACTION

December, 12, 2024 – Toronto, Ontario – Nuvau Minerals Inc (formerly, Aardvark 2 Capital Corp.) (the

"Company") is pleased to announce the completion of its previously announced qualifying transaction (the

"Qualifying Transaction") under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the

"TSXV"). Trading in the common shares in the capital of the Resulting Issuer (as defined below) (the

"Resulting Issuer Shares") is expected to commence on the TSXV on or about Tuesday, December 17,

2024, under the ticker symbol "NMC", subject to the issuance by the TSXV of its final bulletin in respect

of the Qualifying Transaction.

Qualifying Transaction

The Qualifying Transaction was completed by way of a three-cornered amalgamation under the Business

Corporations Act (Ontario) among the Company, Nuvau Minerals Corp. ("Nuvau"), and 1000961682

Ontario Inc., a wholly-owned subsidiary of the Company incorporated for the purpose of completing the

amalgamation (the "Amalgamation"). Pursuant to the Amalgamation, the Company acquired all of the

issued and outstanding securities of Nuvau, with the former shareholders of Nuvau receiving one (1) Post-

Consolidation Common Share (as defined below) for each one (1) Nuvau Share (as defined below) held

immediately prior to the effective time of the Amalgamation (the "Exchange Ratio"). In connection with

the completion of the Qualifying Transaction, all outstanding convertible securities of Nuvau were also

replaced with equivalent convertible securities of the Company entitling the holders thereof to acquire Post-

Consolidation Common Shares in lieu of Nuvau Shares in accordance with the Exchange Ratio.

The Company, as the issuer resulting from the Qualifying Transaction (the "Resulting Issuer") is expected

to carry on the business of Nuvau, being the mineral exploration and development of the Matagami mining

property located in the Abitibi region of central Québec, Canada (the "Matagami Property").

In connection with the Qualifying Transaction, the Company issued an aggregate of 47,985,419 Post-

Consolidation Common Shares, such that the Qualifying Transaction resulted in the reverse takeover of

Company by the shareholders of Nuvau. After giving effect to the Qualifying Transaction, there are an

aggregate of 48,985,419 Resulting Issuer Shares issued and outstanding (on a non-diluted basis).

Further details of the Qualifying Transaction are contained in the news releases of the Company, dated June

17, 2024, November 18, 2024, and November 26, 2024, as well as the filing statement of the Company

dated November 14, 2024 (the "Filing Statement"), prepared in accordance with the requirements of the

TSXV, and the technical report in respect of the Matagami Property with an effective date of May 24, 2024

"Technical Report"), prepared in accordance with 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.

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Name Change and Consolidation

Prior to the closing of the Qualifying Transaction, on December 12, 2024, the Company effected (i) a

consolidation (the "Consolidation") of its outstanding common shares (the "Common Shares") on the

basis of 7.2 pre-consolidation Common Shares for every one (1) post-consolidation Common Share (each,

a "Post-Consolidation Common Share"), and (ii) a change of the Company's corporate name to "Nuvau

Minerals Inc.".

Directors and Executive Officers

Following the completion of the Qualifying Transaction, the directors and officers of the Resulting Issuer

are as follows:

Please refer to the Filing Statement for additional information on, and the biographies of, each of the

foregoing individuals.

Escrow Agreement

In connection with the Qualifying Transaction, an aggregate of 11,850,002 Resulting Issuer Shares,

2,220,000 stock options of the Resulting Issuer, and 2,625,001 common share purchase warrants of the

Resulting Issuer were deposited in escrow pursuant to a Tier 2 Value Security Escrow Agreement, in

accordance with the policies of the TSXV. Please refer to the Filing Statement for additional information

on the escrowed securities.

Concurrent Financing

In connection with the Qualifying Transaction, Nuvau closed a private placement of subscription receipts

of Nuvau (the "Subscription Receipts") on November 26, 2024, issuing an aggregate of 10,207,531

Subscription Receipts at a price of C$0.90 per Subscription Receipt for aggregate gross proceeds of

C$9,186,777.90 (the "Concurrent Financing"). In accordance with the terms of the subscription receipt

agreement governing the Subscription Receipts, each Subscription Receipt was automatically converted

into one (1) unit in the capital of Nuvau (each, a "Nuvau Unit"), immediately before the closing of the

Qualifying Transaction upon the satisfaction of certain escrow release conditions specified in the

Name Title

Peter van Alphen President, Chief Executive Officer and Director

Steve Filipovic Chief Financial Officer and Corporate Secretary

Christina McCarthy Chair of the Board and Director

Ewan Downie Director

Michael Vitton Director

Fariah Mir Director

Steven Bowles Director

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subscription receipt agreement, with each Nuvau Unit consisting 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 to acquire 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 was immediately exchanged

for one Post-Consolidation Common Share of the Resulting Issuer and each Nuvau Warrant was

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 connection with the Concurrent Financing, Nuvau paid the agents an aggregate cash fee of $259,081.20

and issued to the agents an aggregate of 287,868 compensation options of Nuvau (the "Compensation

Options"). As a result of the Qualifying Transaction, each Compensation Option was exchanged for

compensation options of the Resulting Issuer and are now exercisable to acquire one Resulting Issuer Share

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.

Please refer to the Filing Statement and the news release of the Company dated November 26, 2024 for

additional information on the Concurrent Financing.

The securities issued in the Qualifying Transaction and the Concurrent Financing have not been, and will

not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S.

state securities laws, and may not be offered or sold in the United States or to, or for, the account or benefit

of United States persons, absent registration or any applicable exemption from the registration requirements

of the U.S. Securities Act and applicable U.S. state securities laws.

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 jurisdiction 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.

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 of the trading of the Resulting Issuer common shares on

the TSXV and the proposed business of the Resulting Issuer, the Matagami Property, and the Company's

ability to obtain final exchange approval. 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

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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 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:

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 or other regulatory authority has approved

or disapproved the information contained herein.