Nuvau Minerals Announces up to $20 Million Brokered Private Placement

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NUVAU MINERALS ANNOUNCES UP TO $20 MILLION BROKERED PRIVATE

PLACEMENT

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

January 30, 2026 – Toronto, Ontario – Nuvau Minerals Inc. (TSXV: NMC) (the "Company" or "Nuvau")

is pleased to announce that it has entered into an agreement with Clarus Securities Inc. and Integrity Capital

Group Inc., as co-lead agents and co -lead bookrunners (collectively, the "Agents"), in conne ction with a

proposed "best efforts" brokered private placement for aggregate gross proceeds of up to $20,000,000,

comprised of the offer and sale of up to (i) 18,750,000 units of the Company (each, a "Unit"), at a price of

$0.80 per Unit, for gro ss proceeds of up to $15,000,0 00, and (ii) 5,000,000 flow-through shares of the

Company (each, a "FT Share"), at a price of $ 1.00 per FT Share, for gross proceeds of up to $5,000,000

(together, the "Offering"). The Agents will have an option (the “Agent’s Option”), exercisable in whole

or in part up to 48 hours prior to the Closing Date (as defined herein), to offer for sale up to any combination

of additional Units, Common Shares and/or Warrants to raise up to an additional $5,000,000 in gross

proceeds.

Each Unit will consist 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 for a period of 36 months following the closing of the Offering. All FT Shares will be

Common Shares that qualify as "flow -through shares" within the meaning of subsection 66(15) of the

Income Tax Act (Canada) (the "ITA") [and section 359.1 of the Taxation Act (Québec)].

The Company intends to use the proceeds of the Offering for working capital and general corporate

purposes and for the completion of exploration and development activities at its Matagami property. The

gross proceeds from the offering of FT Shares will be used by the Company to incur eligible "Canadian

exploration expenses" , some portion of which may qualify as "flow -through critical mineral mining

expenditures", (as both terms are defined in the ITA) (the " Qualifying Expenditures ") on or before

December 31, 2027, which Qualifying Expenditures will be renounced in favour of the subscribers of the

FT Shares with an effective date on or before December 31, 2026.

The Units and FT Shares are to be offered for sale by way of private placement in all the provinces of

Canada, pursuant to applicable prospectus exemptions under National Instrument 45- 106 – Prospectus

Exemptions. The Agents will also be entitled to offer the Units for sale to eligible purchasers resident in the

United States pursuant to available exemptions from the registration requirements of the United States

Securities Act of 1933, as amended (the "U.S. Securities Act"), and in those other jurisdictions outside of

Canada and the United States provided that such offer and sale does not require the filing of a prospectus

or registration statements, or comparable obligation arises in such other jurisdiction.

In consideration for the Agents' services, the Company will pay to the Agents on the Closing Date a cash

commission equal to 6.0% of the gross proceeds of the Offering (including any gross proceeds raised

pursuant to the exercise of the Agents’ Option) (the “Cash Fee”); provided that such Cash Fee shall be

reduced to 3.0% in respect of the gross proceeds raised from sales to purchasers included on a president's

list to be formed by the Company in consultation with the Agents (the "President's List Purchasers"). In

addition, the Company shall issue to the Agents on the Closing Date, such number of non- transferable

compensation options of the Company (the “Compensation Options”) as is equal to 6.0% of the aggregate

number of Units and FT Shares sold under the Offering (including pursuant to exercise of the Agents’

Option); provided that such number of Compensation Options shall be reduced to 3.0% of Units and FT

Shares sold to subscribers of the President’s List. Each Compensation Option will entitle the holder thereof

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to purchase one Unit at the Offering Price, at any time and from time to time for a period of 36 months

following the Closing Date.

Closing of the Offering is expected to take place on or about February 19, 2026 (the "Closing Date"), and

is subject to certain conditions including, but not limited to, the conditional approval of the TSX Venture

Exchange. All securities issued under the Offering will be subject to a hold period expiring four months

and one day from the Closing Date.

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 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 January 28, 2026 among Nuvau, Nuvau Minerals Corp. 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 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 Qualifying Expenditures to subscribers, and 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 circumstances may cause actual results

to differ materially from those predicted as a result of numerous known and unknow n 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

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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 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: [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.