Mr. Peter Van Alphen reports
NUVAU MINERALS ANNOUNCES CLOSING OF FIRST TRANCHE OF BROKERED PRIVATE PLACEMENT
Nuvau Minerals Inc. has closed the first tranche of its previously announced brokered private placement pursuant to which the company issued an aggregate of 17,471,250 units of the company at an issue price of 80 cents per unit for aggregate gross proceeds of $13,977,000. Each unit consists of 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 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 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 agreed to pay the agents a cash commission equal to 6.0 per cent of the gross proceeds of the offering, provided that the company will pay 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 units sold under the offering, provided that such number of compensation options shall be reduced to 3.0 per cent of units sold to president's list purchasers. Each compensation option entitles the holder thereof to purchase one unit at the offering price, at any time and from time to time until Feb. 25, 2029.
Further to the company's news release dated Feb. 13, 2026, the company anticipates closing a second and final tranche of the offering on or about March 6, 2026, pursuant to which the company anticipates issuing additional units and common shares that qualify as flow-through shares within the meaning of the Income Tax Act (Canada). For additional details regarding the offering of FT shares and the closing of the second tranche, please refer to the company's news releases dated Jan. 30, 2026, and Feb. 13, 2026.
Certain directors of the company subscribed for an aggregate of 237,500 units for aggregate gross proceeds of $190,000. Each director of the company is considered an insider of the company and, as a result, such director's participation under the offering 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. 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 the 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 its right to earn in a 100-per-cent undivided interest from Glencore in the Matagami property, located in Abitibi region of central Quebec, Canada, pursuant to an amended and restated earn-in agreement dated Jan. 28, 2026, among Nuvau, Nuvau Minerals Corp. and Glencore.
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