/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO,
Dec. 30,
2024 /CNW/ - Nuvau Minerals Inc. (TSXV: NMC) (the
"Company" or "Nuvau") is pleased to announce that it
has closed its previously announced non-brokered private placement
(the "Offering") pursuant to which the Company issued an
aggregate 2,114,572 Flow-Through Shares (as defined herein)
for aggregate gross proceeds of $1,974,236.11.
The Offering was comprised of the issuance and
sale of an aggregate (i) 1,567,485 Flow-Through Shares issued at a
price of $0.90 per Flow-Through
Share (the "National FT Shares") for gross proceeds to the
Company of $1,410,736.50, and (ii)
547,087 Flow-Through Shares issued at a price of $1.03 per Flow-Through Share to certain
purchasers located in or subject to tax in the Province of Québec
(the "Québec FT Shares" and, together with the National FT
Shares, the "Flow-Through Shares") for gross proceeds to the
Company of $563,499.61. Each
Flow-Through Share qualifies as a "flow-through share" as defined
in subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and section
359.1 of the Taxation Act (Québec) (the "Québec Tax
Act"), as applicable.
The Company will use an amount equal to the gross
proceeds from the Offering to incur (or be deemed to incur)
eligible resource exploration expenses which will qualify as (i)
"Canadian exploration expenses" (as defined in the Tax Act), (ii)
"flow-through critical mineral mining expenditures" (as defined in
subsection 127(9) of the Tax Act) (collectively, the "Qualifying
Expenditures"), and (iii) with respect to the gross proceeds
from the issuance of Québec FT Shares, the gross proceeds will also
qualify for inclusion in the "exploration base relating to certain
Québec exploration expenses" within the meaning of Section 726.4.10
of the Québec Tax Act and for inclusion in the "exploration base
relating to certain Québec surface mining exploration expenses"
within the meaning of Section 726.4.17.2 of the Québec Tax Act.
Qualifying Expenditures in an aggregate amount not less than the
gross proceeds raised from the issue of the Flow-Through Shares
will be incurred (or deemed to be incurred) by the Company on or
before December 31, 2025, and will be
renounced by the Company to the initial purchasers of the
Flow-Through Shares with an effective date no later than
December 31, 2024.
In connection with the Offering, the Company paid
a cash fee equal to aggregate $51,809.91 to certain finders in consideration
for introducing certain purchasers to the Company under the
Offering.
The National FT Shares were offered in each of
the provinces and territories of Canada (other than Québec) and the Québec FT
Shares were offered in the province of Québec, in each case on a
private placement basis to investors who are exempt from prospectus
requirements, and are subject to a hold period expiring four months
and one day following the closing date of the Offering in
accordance with applicable Canadian securities laws. The Offering
remains subject to the final approval of the TSX Venture Exchange
(the "Exchange").
Certain directors and officers of the Company
subscribed for a total of 540,000 National FT Shares and 24,272
Québec FT Shares for aggregate gross proceeds of $511,000.16. Each director and officer 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.
The securities offered have not been
registered under the U.S. Securities Act of 1933, as amended, 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
June 28, 2024 between Nuvau 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 proposed use of proceeds of the Offering, the
Company's ability to incur Qualifying Expenditures and renounce the
gross proceeds to subscribers, 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, neither the Company
nor Nuvau undertakes 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 and Nuvau 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.
