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Nuvau Minerals Inc. (TSXV: NMC) (the ‘Company’ or ‘Nuvau’) is pleased to announce that it 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 (each, a ‘Unit’) at an issue price of $0.80 per Unit (the ‘Offering Price’) for aggregate gross proceeds of $13,977,000 (the ‘Offering’). Each Unit consists 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 until February 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 (together, the ‘Agents‘). In consideration for the Agents’ services, the Company agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering (the ‘Cash Fee‘), provided that the Company will pay a reduced Cash Fee of 3.0% 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 (the ‘President’s List Purchasers‘). In addition, the Company agreed to issue to the Agents 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 sold under the Offering; provided that such number of Compensation Options shall be reduced to 3.0% 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 February 25, 2029.
Further to the Company’s news release dated February 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 (the ‘FT Shares‘) that qualify as ‘flow-through shares’ within the meaning of the Income Tax Act (Canada) (the ‘Tax Act‘). 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 January 30, 2026 and February 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, their 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 (‘MI 61-101‘). 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% 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% 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.
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 second tranche of the Offering on the terms announced, the proposed use of proceeds of the Offering, and the Company’s ability to obtain final 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.
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.
SOURCE Nuvau Minerals Inc.
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