Nuvau Minerals Inc. Announces Non-brokered Private Placement Of Flow-through Shares

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TORONTO, Dec. 23, 2024 - 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.