Nuvau Minerals Inc. (TSXV: NMC, OTC:NMCPF) (the “Firm” or “Nuvau”), along with its information launch dated January 30, 2026, proclaims that it has amended the phrases of its beforehand introduced “finest efforts” brokered non-public placement co-led by Clarus Securities Inc. and Integrity Capital Group Inc. (collectively, the “Brokers”). The Firm is providing as much as 18,750,000 items (the “Models”) of the Firm at a value of $0.80 per unit for gross proceeds of as much as $15,000,000 (the “Unit Providing”) and as much as 5,555,555 FT Shares (as outlined herein) at a value of $0.90 per unit for gross proceeds of $15,000,000. A inventory providing will happen. $5,000,000 (the “FT Providing” and, along with the Unit Providing, the “Providing”).
As an modification, the Firm proposes to challenge as much as 5,555,555 shares of the Firm’s flow-through widespread inventory (the “FT Shares”) at an providing value of $0.90 per FT Share (the “FT Shares”). All FT Shares will likely be widespread shares of the Firm which are “flow-through shares” throughout the that means of Part 66, Part 15 of the Revenue Tax Act (Canada) and Part 359.1 of the Tax Act (Quebec). The gross proceeds from the providing of FT Shares will likely be utilized by the Firm to defray eligible “Canadian Exploration Expenditures” (as outlined within the ITA), a portion of which can qualify as “flow-through mining expenditures” and no less than 30% of which can qualify as “flow-through essential mineral mining expenditures” (“FTCMME”) (every as outlined within the ITA) (“Eligible Expenditures”). At our sole discretion, sure contributors in FT Shares could also be allotted a better share of eligible expenditures that qualify as FTCMME. All eligible expenditures will likely be incurred by the Firm by December 31, 2027 and waived for subscribers of FT Shares with an efficient date of December 31, 2026.
All different phrases of the Providing stay unchanged. For extra data, please see our information launch dated January 30, 2026.
In reference to the Providing, our administrators intend to promote as much as 400,000 shares of our widespread inventory (the “Frequent Shares”) held immediately or not directly via the services of the TSX Enterprise Trade (the “Trade”) and intend to make use of the proceeds of such sale to subscribe for 400,000 FT Shares underneath the FT Providing. The sale of such widespread inventory will likely be carried out pursuant to pre-arranged transactions carried out via the services of the Trade.
Participation within the Providing by our administrators constitutes a “associated get together transaction” throughout the that means of Multilateral Settlement 61-101 – Safety of Minority Securities Holders in Particular Transactions (“MI 61-101”). The Firm intends to depend on the exemption from the formal valuation and minority shareholder approval necessities set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the premise that the honest market worth of the transaction is not going to exceed 25% of the Firm’s market capitalization to the extent events are concerned.
Completion of the Unit providing is anticipated to happen on or about February 24, 2026, and completion of the FT providing is anticipated to happen on or about March 6, 2026. Completion of the Providing stays topic to sure circumstances, together with, with out limitation, conditional approval of the Trade. All securities issued underneath this providing will likely be topic to a holding interval expiring 4 months and in the future from the date of issuance.
The Agent has the choice, exercisable in entire or partially (the “Agent’s Choice”), as much as 48 hours previous to the shut of the Unit Providing to lift as much as an extra $5,000,000 in gross proceeds by providing on the market any mixture of extra Models (or any mixture of their underlying parts) and/or extra FT Shares at their respective Providing Costs.
The securities provided haven’t been registered underneath the U.S. Securities Act and will not be provided or bought in the USA absent registration or an relevant exemption from registration necessities. This information launch shall not represent a suggestion to promote or the solicitation of a suggestion to purchase, nor shall there be any sale of securities in any nation wherein such supply, solicitation or sale could be illegal.
About Nubau Island
Nuvau is a Canadian mining firm integrated underneath the OBCA and presently within the exploration and improvement stage. Nuvau’s principal asset is the appropriate to acquire from Glencore a 100% undivided curiosity within the Matagami property situated within the Abitibi area of central Quebec, Canada, pursuant to an amended and restated income association dated January 28, 2026, entered into between Nuvau, Nuvau Minerals Corp., and Glencore.
Detailed data
All data contained on this information launch relating to the Firm was offered by every get together for inclusion herein, and every get together and its administrators and officers have relied on the opposite get together for data relating to the opposite get together.
Precautions
This information launch accommodates forward-looking statements and forward-looking data (collectively, “forward-looking statements”) throughout the that means of relevant securities legal guidelines. Statements contained on this information launch that aren’t statements of historic reality are deemed forward-looking statements. Ahead-looking statements are sometimes recognized by terminology reminiscent of “could,” “ought to,” “anticipate,” “will,” “estimate,” “imagine,” “intend,” “count on” and comparable expressions which are meant to establish forward-looking statements. Extra particularly, and with out limitation, this information launch accommodates forward-looking statements relating to the Firm’s timing and skill to finish the Providing in accordance with the introduced phrases, the proposed use of the proceeds of the Providing, the Firm’s capability to incur qualifying expenditures and waive qualifying expenditures to contributors, and the Firm’s capability to acquire change approval for the Providing. Ahead-looking statements are inherently unsure and precise efficiency could also be affected by a variety of vital components, assumptions and expectations, a lot of that are past the Firm’s management, together with expectations and assumptions relating to the Firm and Matagami Actual Property. Readers are cautioned that the assumptions used within the preparation of forward-looking statements could show to be incorrect. Occasions and circumstances could trigger precise outcomes to vary materially from anticipated outcomes on account of many recognized and unknown dangers, uncertainties and different components, a lot of that are past the Firm’s management. Readers are additional cautioned to not place undue reliance on forward-looking statements. Though such data was believed to be affordable by the Firm’s administration on the time it was ready, precise outcomes could differ materially from these anticipated.
The forward-looking statements contained on this information launch are made as of the date of this information launch and are expressly certified by the cautionary statements set forth above. Besides as expressly required by securities legal guidelines, we undertake no obligation to publicly replace or revise any forward-looking statements contained herein, whether or not on account of new data, future occasions or in any other case.
Neither TSX Enterprise Trade nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Trade) accepts duty for the adequacy or accuracy of this information launch. No inventory change, securities fee or different regulatory authority has authorized or disapproved the data contained herein.
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