As amended, the Company proposes to issue up to 5,555,555 flow-through common shares of the Company (the “FT shares“) at an offering price of $0.90 per FT share (the “FT share price“). All FT shares will be ordinary shares of the Company qualifying as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Tax law (Quebec). The gross proceeds from the offering of FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” (as defined in the ITA), a portion of which may qualify as “flow-through mining expenses” and at least 30% of which will qualify as “flow-through critical mineral mining expenses” (“flow-through critical mineral mining expenses”).FTCMME“) (each as defined in the ITA) (the “Qualifying expenses“). At the Company’s sole discretion, certain subscribers of FT Shares may be allocated a higher percentage of Eligible Expenses that qualify as FTCMME. All Eligible Expenses will be incurred by the Company on or before December 31, 2027, and will be waived in favor of subscribers of the FT Shares with an effective date on or before December 31, 2026.
All other terms and conditions of the Offer remain unchanged. Please refer to the Company’s press release dated January 30, 2026 for additional information.
In connection with the Offering, a director of the Company intends to sell up to 400,000 shares of the Company’s common stock (“Common shares“) held directly or indirectly through the facilities of the TSX Venture Exchange (the “Stock exchange“) and intends to use the proceeds of such sales to subscribe for 400,000 FT shares under the FT offering. The sale of such common shares is expected to be effected on a pre-arranged transaction basis through the facilities of the Exchange.
Participation in the Offering by a director of the Company constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (“MI 61-101“). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements provided in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the transaction, to the extent interested parties are involved, will not exceed 25% of the market capitalization of the Company.
The closing of the Unit Offering is expected to occur on or about February 24, 2026, while the closing of the FT Offering is expected to occur on or about March 6, 2026. Completion of the Offering remains subject to certain conditions, including, but not limited to, conditional approval of Exchange. All securities issued in the Offering will be subject to a hold period of four months and one day from the date of issue.
The agents have an option (the “Agent’s option“), exercisable in whole or in part until 48 hours prior to the closing of the Unit Offering, to offer for sale up to a maximum combination of additional Units (or any combination of their underlying components) and/or additional FT Shares, at their respective offering prices, to raise up to $5,000,000 in gross proceeds.
The securities offered have not been registered under the United States Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press 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 the right to earn a 100% undivided interest from Glencore in the Matagami Property located in the Abitibi region of central Québec, Canada, pursuant to an amended and restated earn-in agreement dated January 28, 2026 between Nuvau, Nuvau Minerals Corp. and Glencore.
Further information
All information contained in this press release relating to the Company was provided by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for all information about the other party.
Cautionary Statements
This press release contains forward-looking statements and forward-looking information (collectively: “forward-looking statements“) within the meaning of applicable securities laws. Any statements in this press release that are not statements of historical fact may be deemed forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipates”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions intended to identify forward-looking statements. More specifically and without limitation, this press release contains forward-looking statements regarding the timing and ability of the Company to complete the Offering to close on the announced terms, the proposed use of proceeds from the Offering, the Company’s ability to incur and waive eligible expenses to underwriters, and the Company’s ability to obtain stock exchange approval for the Offering. Forward-looking statements are inherently uncertain, and actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the Company’s control, including expectations and assumptions regarding the Company and the Company. Company. Matagami Property is cautioned that the assumptions used in preparing forward-looking statements may prove to be incorrect. Events or circumstances could cause actual results to differ materially from those projected as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control. results may differ materially from those anticipated.
The forward-looking statements contained in this press release are made as of the date of this press release and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities laws, the Company undertakes no obligation to publicly update or revise the included forward-looking statements, whether as a result of new information, future events or otherwise.
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 press release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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