Nuvau revises financing to add flow-through share tranche
Nuvau Minerals Inc. has amended the structure of a previously announced brokerage-led capital raise to include a dedicated tranche of flow-through shares. The change accompanies the unit offering disclosed in the company’s January 30, news release and does not alter the terms of the original unit component.
The amendment introduces tax-advantaged flow-through treatment to a portion of the financing. The company and its advisors say the flow-through tranche is intended to channel exploration expenditures to qualifying Canadian resource activities eligible for investor tax benefits.
The revised plan retains the same placement mechanics and sale conditions detailed on January 30. Investors should note that flow-through shares carry distinct timing and filing requirements that may affect tax treatment and settlement dates.
Regulatory filings and the offering memorandum contain further details on eligibility, use of proceeds and investor protections. Market participants and prospective subscribers are advised to consult tax and financial advisors before participating.
Following the previous announcement, the company amended the financing to include up to 5,555,555 flow-through common shares (the FT Shares) at $0.90 per share, alongside the earlier unit offering of up to 18,750,000 units at $0.80 each. The proceeds from the FT Shares are reserved to fund qualified Canadian exploration expenditures. A designated minimum percentage of those proceeds will meet the criteria for the flow-through critical mineral mining expenditures (FTCMME) that support federal tax incentives. Market participants and prospective subscribers are advised to consult tax and financial advisors before participating.
Details of the amended offering
The FT tranche and the previously announced unit offering form a two-part financing structure. The FT component comprises the FT Shares priced at $0.90; the unit tranche remains priced at $0.80 per unit. Proceeds attributable to the FT tranche will be allocated exclusively to qualifying Canadian exploration activities and to satisfy FTCMME requirements where specified.
The amended structure remains subject to customary closing conditions, including regulatory approvals and satisfaction of any offering agreements with underwriters. The issuer has not specified a minimum FTCMME percentage in this release; subscribers should review the offering documents for precise allocation details and tax treatment.
Allocation and qualifying expenses
The company did not specify a minimum allocation between the Unit Offering and the FT Offering in this release. The precise distribution of securities and the allocation of qualifying expenditures will be set out in the offering documents. Investors should review those documents before subscribing.
Each FT Share will be issued as a common share that qualifies under subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec). The company intends to renounce eligible exploration and development expenses to subscribers, enabling them to claim the related tax attributes in the year of renunciation, subject to applicable tax rules.
Tax outcomes may vary by investor. Eligibility for credits or deductions depends on individual circumstances and on timely receipt of the renunciation documentation from the company. Quebec and federal treatments differ in form and timing; investors who reside in or file returns in Quebec should take that into account.
Brokers, financial advisers and prospective subscribers should consult the offering documents and obtain independent tax advice to confirm eligibility and to understand the timing and value of any tax attributes. The offering documents contain the definitive details on allocation, qualifying expenditures and the mechanics of renunciation.
The offering documents state that proceeds from the FT Offering will be applied to eligible Canadian exploration expenses (CEE). A portion may qualify as flow-through mining expenditures and at least 30% will qualify specifically as FTCMME. Nuvau reserves discretion to allocate a higher percentage of FTCMME to particular subscribers, subject to its internal allocation decisions. All Qualifying Expenditures must be incurred by the company on or before December 31. The renunciation in favour of subscribers will have an effective date on or before December 31. The offering documents contain the definitive details on allocation, qualifying expenditures and the mechanics of renunciation.
Participation, insider involvement and regulatory conditions
Nuvau said participation in the offerings may include related parties and insiders where permitted by applicable rules. Any such participation will be disclosed in accordance with regulatory requirements and the terms set out in the offering documents.
The offerings remain subject to customary regulatory approvals and compliance with securities laws. Final closing of the offerings depends on completion of those regulatory processes and satisfaction of any closing conditions described in the documentation.
Investors should consult the offering documents for full details on allocation policies, potential insider participation, applicable resale restrictions and the regulatory conditions that govern the transactions.
Insider sale and participation details
Following disclosures on allocation policies and insider participation, a director of Nuvau intends to sell up to 400,000 common shares through the TSX Venture Exchange facilities. The director plans to use net sale proceeds to subscribe for 400,000 FT Shares in the FT Offering. The company expects these disposals to be executed as pre-arranged trades.
Because the director is an insider, the transaction is treated as a related party transaction under Multilateral Instrument 61-101 (MI 61-101). Nuvau intends to rely on the available exemptions from formal valuation and minority approval. The company states this reliance is based on the assessment that the insider-related portion will not exceed 25% of Nuvau’s market capitalization.
The planned reliance on MI 61-101 exemptions will be subject to applicable resale restrictions and regulatory conditions governing insider transactions. Market participants and potential investors should monitor subsequent filings for confirmation of execution details and any material changes to the proposed arrangements.
Investors should monitor subsequent filings for confirmation of execution details and any material changes to the proposed arrangements.
The company expects separate closing dates for the two tranches. The unit offering is scheduled to close on or about February 24. The FT offering is scheduled to close on or about March 6. Both closings remain subject to customary conditions, including conditional approval from the TSX Venture Exchange. Securities issued under the offering will be subject to a statutory hold period of four months and one day from the date of issuance.
Agent option and U.S. restrictions
The agents on the transaction, Clarus Securities Inc. and Integrity Capital Group Inc., hold an option exercisable up to 48 hours prior to the unit offering close. The Agent’s Option may be used to sell any combination of additional units and/or FT Shares. The option can raise up to an additional $5,000,000 in gross proceeds. The measure provides the issuer flexibility to increase deal size ahead of closing.
Nuvau noted that the securities have not been registered under the U.S. Securities Act. Accordingly, they are not available for sale in the United States unless registered or offered under an applicable exemption. Investors should expect disclosure of any exercise of the agents’ option in subsequent filings and monitor those documents for changes to the offering structure or proceeds.
Corporate background and governance notes
Corporate background and governance notes
Nuvau is a Canadian exploration and development-stage company incorporated under the OBCA. Its principal asset is the right to earn a 100% undivided interest in the Matagami property from Glencore under an amended and restated earn-in agreement dated January 28.
The earn-in agreement defines Nuvau’s near-term project focus in the Abitibi region of central Québec. The arrangement frames the company’s exploration commitments and the sequence of earn-in milestones that will shape spending and operational priorities.
For investor inquiries the company lists Peter van Alphen as president and chief executive officer and as a primary contact. The disclosure reiterates customary cautionary language concerning forward-looking statements.
The news release states that forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Nuvau disclaims any obligation to update those statements except as required by law.
Following Nuvau’s disclaimer, the amendment clarifies the financing’s tax structure. It embeds a distinct flow-through element with defined FTCMME content and firm deadlines. The amendment preserves the original unit-based financing framework. It also introduces potential upside through an agent option to expand investor participation.