Mr. Peter Van Alphen reports
NUVAU MINERALS ANNOUNCES CLOSING OF FINAL TRANCHE OF BROKERED PRIVATE PLACEMENT
Nuvau Minerals Inc. 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 that qualify as flow-through shares within the meaning of the Income Tax Act (Canada), at an issue price of 90 cents per FT share, for gross proceeds of $7,135,670.70; and (ii) an aggregate of 320,000 units of the company, at a price of 80 cents per unit, for gross proceeds of $256,000. Together with the closing of the first tranche of the offering on Feb. 25, 2026, the company has raised an aggregate of $21,368,670.70 in gross proceeds. Each unit comprises one common share of the company and one-half of one transferable common share purchase warrant of the company, with each warrant entitling the holder thereof to purchase one common share at a price of $1.30 per common share until Feb. 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). At least 30 per cent 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 Dec. 31, 2027, and will be renounced in favour of the subscribers of the FT shares with an effective date on or before Dec. 31, 2026.
The offering was co-led by Clarus Securities Inc. and Integrity Capital Group Inc., as co-lead agents and co-lead bookrunners. In consideration for the agents' services, the company paid the agents a cash commission equal to 6.0 per cent of the gross proceeds of the offering, provided that the company paid a reduced cash fee of 3.0 per cent 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. In addition, the company agreed to issue to the agents such number of non-transferable compensation options of the company as is equal to 6.0 per cent 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 per cent 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 80 cents 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. 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 per cent 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 per cent 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.
About Nuvau Minerals Inc.
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 Quebec, Canada. The Matagami property was acquired from Glencore Canada Corp. on March 1, 2026, pursuant to the terms and conditions of a second amended and restated earn-in agreement dated Jan. 28, 2026, among Nuvau, Nuvau Minerals Corp. and Glencore Canada Corp.
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