/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, Dec. 23,
2024 /CNW/ - Nuvau Minerals Inc. (TSXV: NMC) (the
"Company" or "Nuvau") is pleased to announce the
terms of a proposed non-brokered private placement of up to
2,222,222 common shares of the Company (the "Common Shares")
for aggregate gross proceeds of up to $2,000,000 (the "Offering"). The Offering
will include the issuance of any combination of Common Shares
issued at a price of $0.90 per Common
Share (the "National FT Shares") and/or Common Shares issued
at a price of $1.03 per Common 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"). Each
Flow-Through Share will qualify 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.
The National FT Shares will be offered in each of the provinces
and territories of Canada (other
than Québec) and the Québec FT Shares will be offered in the
province of Québec, in each case on a private placement basis to
investors who are exempt from prospectus requirements, and will be
subject to a hold period of four months and one day following the
date of issue in accordance with applicable securities laws in
Canada.
The Offering remains subject to certain conditions including,
but not limited to, the receipt of all necessary regulatory and
other approvals including the conditional approval of the TSX
Venture Exchange (the "Exchange"). The Offering is expected
to close on or about December 30,
2024.
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 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 gross proceeds to subscribers, 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, 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.
