Nuvau arranges $20-million private placement

Executive Summary

• Nuvau Minerals Inc. has entered into an agreement for a best-effort brokered private placement to raise up to $20 million in gross proceeds.
• The offering consists of up to 18.75 million units at $0.80 per unit and up to 5 million flow-through shares at $1.00 per share, with an over-allotment option to raise an additional $5 million.
• Proceeds are designated for working capital, general corporate purposes, and exploration/development at the Matagami property, with specific flow-through tax obligations to be renounced by Dec 31, 2026.

Key Details

• Total Gross Proceeds: Up to $20 million base, with an option to raise an additional $5 million (total potential $25 million).
• Unit Offering: Up to 18.75 million units at $0.80 per unit ($15 million gross).
  • Each unit consists of one common share and one-half of one transferable common share purchase warrant.
  • Warrant Terms: Exercisable at $1.30 per common share for 36 months following closing.
• Flow-Through Share (FT) Offering: Up to 5 million FT shares at $1.00 per share ($5 million gross).
  • FT shares qualify as flow-through shares under Canadian tax law.
  • Proceeds used for eligible Canadian exploration expenses, renounced to subscribers with an effective date on or before Dec 31, 2026.
• Over-Allotment Option: Agents have an option to purchase additional units, common shares, and/or warrants to raise up to $5 million, exercisable up to 48 hours prior to closing.
• Use of Proceeds: Working capital, general corporate purposes, and completion of exploration and development activities at the Matagami property.
• Agent Compensation:
  • Cash Commission: 6.0% of gross proceeds (reduced to 3.0% for "president's list" purchasers).
  • Compensation Options: Non-transferable options equal to 6.0% of aggregate units/FT shares sold (reduced to 3.0% for "president's list" purchasers).
  • Option Terms: Entitle holder to purchase one unit at the offering price for 36 months following closing.
• Closing Date: Expected on or about Feb. 19, 2026.
• Regulatory Conditions: Subject to conditional approval of the TSX Venture Exchange.
• Hold Period: All securities subject to a hold period of four months and one day from the closing date.
• Jurisdiction: Offered in all Canadian provinces via prospectus exemptions; also offered to eligible US residents and other jurisdictions where no prospectus/registration is required.

Notable Quotes

• No direct quotes from management were included in the provided text.