NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Nuvau Minerals Inc. (TSXV: NMC,OTC:NMCPF) (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 connection 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 gross proceeds of up to $15,000,000, 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 andor 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 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 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, the Company does not undertake 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 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: pvanalphen@nuvauminerals.com
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.
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