Toronto, Ontario — February 21, 2026 — Leads & Copy —
Nuvau Minerals Inc. (TSXV: NMC) has amended the terms of its previously announced brokered private placement offering. The offering is co-led by Clarus Securities Inc. and Integrity Capital Group Inc.
The amended offering involves up to 5,555,555 flow-through common shares (FT Shares) at $0.90 each. These shares qualify as “flow-through shares” under the Income Tax Act (Canada) and the Taxation Act (Québec).
The gross proceeds will fund “Canadian exploration expenses,” a portion of which may qualify as “flow-through mining expenditures,” with at least 30% qualifying as “flow-through critical mineral mining expenditures” (FTCMME). The company may allocate a higher percentage of Qualifying Expenditures that qualify as FTCMME to certain subscribers of FT Shares. All Qualifying Expenditures will be incurred by the Company on or before December 31, 2027, and will be renounced in favour of the subscribers of the FT Shares with an effective date on or before December 31, 2026.
A director of Nuvau plans to sell up to 400,000 common shares through the TSX Venture Exchange and use the proceeds to subscribe for 400,000 FT Shares under the FT Offering. The sale of common shares is expected to be executed through pre-arranged trades.
The director’s participation in the offering is considered a “related party transaction” under Multilateral Instrument 61-101. However, the Company intends to rely on exemptions from formal valuation and minority shareholder approval requirements, as the transaction’s fair market value will not exceed 25% of Nuvau’s market capitalization.
The Unit Offering is expected to close around February 24, 2026, and the FT Offering around March 6, 2026. Completion of the offering is subject to customary conditions, including TSX Venture Exchange approval. Securities issued under the offering will be subject to a four-month hold period.
The agents have the option to offer additional Units and/or FT Shares, raising up to an additional $5,000,000 in gross proceeds, exercisable up to 48 hours before the Unit Offering closes.
The securities offered have not been registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.
Nuvau is a Canadian mining company focused on exploration and development. Its primary asset is the right to earn a 100% interest in the Matagami property in Québec from Glencore.
For further information, contact Nuvau Minerals Inc.
Source: Nuvau Minerals Inc.
