Toronto, Ontario--(Newsfile Corp. - June 17, 2024) - Aardvark 2 Capital Corp. (TSXV: ACCB.P) (the "Company") and Nuvau Minerals Corp. ("Nuvau", and together with the Company, the "Parties") are pleased to announce the execution of a non-binding letter of intent dated June 13, 2024 (the "LOI") regarding a proposed arm's length Qualifying Transaction (the "Qualifying Transaction"), as such term is defined in Policy 2.4 - Capital Pool Companies (the "Policy") of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual. The Parties intend to enter into a definitive agreement (the "Proposed Definitive Agreement") in respect of the Qualifying Transaction.
The Qualifying Transaction
As will be set out in the Proposed Definitive Agreement, the Company is expected to acquire all of the issued and outstanding common shares of Nuvau (the "Nuvau Shares") pursuant to a three-cornered amalgamation to be completed under the Business Corporations Act (Ontario) (the "OBCA") by the Company, Nuvau, and a wholly- owned subsidiary of the Company to be incorporated for the purpose of completing the amalgamation (the "Amalgamation"). The Amalgamation is expected to result in the issuance, to each shareholder of Nuvau (each, a "Nuvau Shareholder"), of one (1) Post-Consolidation Common Share (as defined below) for each one (1) Nuvau Share held by such holder immediately prior to the closing of the Qualifying Transaction (the "Closing"). As part of the Amalgamation, all convertible securities of Nuvau outstanding immediately prior to the Closing are expected to be replaced with or exchanged for equivalent convertible securities of the Company entitling the holders thereof to acquire Post-Consolidation Common Shares in lieu of Nuvau Shares.
The Amalgamation will result in the reverse takeover of the Company by Nuvau Shareholders, and will constitute the Company's Qualifying Transaction. Following the completion of the Qualifying Transaction, the Company, as the issuer resulting therefrom (the "Resulting Issuer"), is expected to carry on the current business of Nuvau under the name "Nuvau Minerals Corp." or such other name as may be determined by Nuvau and approved by the shareholders of the Company and be acceptable to the applicable regulatory authorities, including the TSXV. The business of the Resulting Issuer will be primarily focused on mineral exploration and development of the Property (as defined below).
Upon completion of the Qualifying Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the TSXV (as defined by the policies of the TSXV).
Consolidation and Name Change
As will be further set out in the Proposed Definitive Agreement, the Company is expected to, prior to the Closing, (i) effect a consolidation (the "Consolidation") of its outstanding common shares (the "Common Shares") on the basis of not less than six (6) pre-consolidation Common Shares for every one (1) (the "Consolidation Ratio") post-consolidation Common Share (each, a "Post-Consolidation Common Share"), and (ii) effect a change of its corporate name to "Nuvau Minerals Corp." or such other name as determined by Nuvau and approved by the shareholders of the Company and is acceptable to the applicable regulatory authorities, including the TSXV (the "Name Change").
As of the date hereof, there are 7,200,000 Common Shares issued and outstanding. Upon completion of the Consolidation (assuming the maximum Consolidation Ratio), an aggregate of 1,200,000 Post-Consolidation Common Shares are expected to be issued and outstanding. Further, all outstanding incentive stock options ("Company Options") and broker warrants of the Company will automatically adjust in accordance with their terms to give effect to the Consolidation such that, following the Consolidation, the holders thereof will be entitled to acquire Post-Consolidation Common Shares in lieu of Common Shares (with adjustments to account for the Consolidation Ratio).
Special Warrant Financing and Concurrent Financing
Nuvau expects to undertake a brokered private placement ("Special Warrant Financing") of special warrants (the "Special Warrants"), at a price of C$0.90 per Special Warrant. Each Special Warrant shall entitle the holder to receive, without payment of additional consideration or further act or formality on the part of the holder thereof, one unit of Nuvau (each a "Unit") upon due exercise of the Special Warrant at any time after the closing date of the Special Warrant Financing (the "SW Closing Date"). Each Unit will consist of one Nuvau Share and one-half of one Nuvau Share purchase warrant (each whole warrant, a "Unit Warrant"). Each Unit Warrant shall be exercisable into one additional Nuvau Share (each a "Warrant Share") for two (2) years from the SW Closing Date at an exercise price of $1.35 per Warrant Share. The Special Warrant Financing is expected to close prior to the Qualifying Transaction. In connection with the Qualifying Transaction, Nuvau also expects to undertake a brokered equity private placement (the "Concurrent Financing") of securities of Nuvau at a price per security to be determined in the context of the market, but not less than C$0.90 per security.
Conditions Precedent
The completion of the Qualifying Transaction will be subject to the entry into of the Proposed Definitive Agreement as well as a number of terms and conditions to be set forth in the Proposed Definitive Agreement, including, among other things (i) there being no material adverse change in respect of either of the Parties, (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, subject only to customary conditions of closing, (iii) the completion of the Consolidation, Name Change, Special Warrant Financing and/or the Concurrent Financing, and (iv) such other customary conditions of closing for a transaction in the nature of the Qualifying Transaction. Accordingly, there can be no assurance that the Qualifying Transaction will be completed on the terms proposed and described herein, or at all.
Additional Information
Further updates in respect of the Qualifying Transaction will be provided in a subsequent news release. Also, additional information concerning the Qualifying Transaction, the Company, Nuvau, and the Resulting Issuer will be provided in the filing statement (the "Filing Statement") to be filed by the Company and Nuvau in connection with the Qualifying Transaction, which will be available in due course under the Company's SEDAR+ profile at www.sedarplus.ca. Upon entering into the Proposed Definitive Agreement, the Company will issue a further comprehensive news release disclosing details of the Qualifying Transaction disclosing including any financial information respecting Nuvau, the issued and outstanding securities of each of the terms of the exchange of securities of the Company and Nuvau, and the applicable security exchange ratios.
No deposits, advances or loans have been or are intended to be made in connection with the Qualifying Transaction.
Proposed Directors and Officers of the Resulting Issuer
Upon the completion of the Qualifying Transaction, it is expected that the board of directors and officers of the Resulting Issuer will be reconstituted to be comprised of the individuals nominated by Nuvau, subject to compliance with the requirements of the TSXV and applicable securities and corporate laws. Nuvau intends that the board of directors of the Resulting Issuer will include Peter Van Alphen, Ewan Downie, Michael Vitton, Fariah Mir and Steven Bowles. It is expected that Peter Van Alphen will serve as Chief Executive Officer and that Steve Filipovic will serve as Chief Financial Officer of the Resulting Issuer. Any additional officer(s) of the Resulting Issuer will be disclosed at a later date.
Peter Van Alphen
Peter van Alphen has almost 30 years of experience in progressive leadership roles in various sectors of mining industry. He earned his Mining engineering degree at The University of the Witwatersrand in South Africa. Most recently he was the COO of Premier Gold Mines Ltd, where he oversaw Premier's mining and development projects. Prior to that he served as Canadian Country Manager for Pan American Silver, VP of Operations for Tahoe Resources, and VP of Operations for Lake Shore Gold. He was also involved in various management positions with FNX Mining in Sudbury, with the building of Podolsky Mine and reopening of Levack Mine.
Ewan Downie
Ewan Downie is a successful company builder and entrepreneur with over 25 years of experience in the mining industry. He currently serves as the Chief Executive Officer of i-80 Gold Corp. Prior to this, he held the position of President and CEO of Premier Gold Mines Ltd and is now serving as Non-Executive Chairman and Director of Wolfden Resources Corporation, Throughout his career, Ewan has been a part of several gold and base metal discoveries, earning recognition for his achievements, including being awarded the 2003 Prospectors and Developers Association of Canada's "Bill Dennis Prospector of The Year."
Michael Vitton
Mr. Vitton served as the Executive Managing Director and Head of US Equity at BMO Capital Markets, where he was instrumental in originating and executing over USD $200 billion worth of public and secondary offerings and M&A transactions across all sectors. In the metals and mining sector, he has been involved in numerous significant deals as a seed investor, lead/co-lead underwriter, or in a M&A capacity. Mr. Vitton was a co-founder of MMX Minerals e Metalicos SA (Brazil) and LLX Logistica SA (Brazil), returning $8.4 billion USD. Co-founder of Petro Rio SA, a leading USD $7 billion public oil and gas producer. Co- founder of P5 Infrastructure, selling with EQT, Global Gateway South for $2.3 billion USD. Recently, he has acted as seed investor and capital markets advisor to Newmarket Gold Inc., which was sold to Kirkland Lake Gold for CAD $1 billion, subsequently combining with Agnico Eagle. Mr. Vitton acted as investor and capital markets advisor to ASX listed Gold Road Resources Ltd. bringing the Guyere gold mine into production jointly with Gold Fields Ltd. Mr. Vitton acted as investor and capital market advisor for Cardinal Resources Ltd., acquired by Shandong Gold. Served as investor and director of Premier Gold, acquired by Equinox Gold with I-80 Gold spinco. Seed investor of Go Gold Resources and director of Western Copper and Gold Corporation. He holds a degree from the University of Michigan Business School and has served as a Seat Holder on the NYSE and President of the New York Society of Metals Analysts. Mr. Vitton has a strong track record of investing and partnering with some of the largest sovereign funds, private equity funds, mutual funds, and hedge funds and focuses on opportunities in the energy, infrastructure, industrial, and mining sectors.
Fariah Mir
Fariah Mir is currently the Senior Manager, Accounting Policy & Advisory at TD Bank Group. Prior to that, Fariah worked as a Senior Accountant, Assurance Advisory at Deloitte LLP from September 2014 to September 2017 and as a Senior Financial Analyst at IAMGOLD Corporation from September 2017 to July 2019. Fariah holds a degree in Bachelor of Commerce, Honours Accounting from York University. She is also a member in good standing with the Chartered Professional Accountants of Ontario.
Steven Bowles
Steven Bowles has extensive experience in the Mining & Metals sector, encompassing private equity investment, project management, and operations management. He currently serves as Managing Partner at Nebari Partners. Prior to this role, he held the position of Senior Director of investment in natural resources and energy within Investment Quebec's private equity group. Throughout his career, Steven has led development teams on numerous large-scale mining projects, guiding them from study phases to construction and commissioning in various regions, including the Canadian Arctic, the Middle East, and Latin America. He also served as Operations Manager for the Raglan Nickel Operation, which includes four underground mines. Steven holds an MBA from the Richard Ivy School of Business at Western University and a BSc Engineering from the University of Waterloo. He has been recognized for his outstanding leadership and was awarded the Bedford Canadian Young Mining Leaders Awards.
Steve Filipovic
Steve Filipovic is a Chartered Professional Accountant with more than 23 years' financial management and oversight experience. Steve was a member of the executive team that founded Premier Gold Mines Limited in 2006 and, as its Chief Financial Officer, played an integral role in transitioning the company from explorer to producer until acquisition by Equinox Gold Corp. in 2021. Prior to that he served as Chief Financial Officer of Zinifex Canada Inc. and was Vice President, Finance of Wolfden Resources Inc. until its acquisition by Zinifex in 2007. Steve has held numerous director and/or senior officer roles with other reporting issuers and, prior to entering the mining sector, practiced as an Audit Manager with Ernst & Young LLP in their Calgary based Oil & Gas group. Steve holds an Honours Bachelor of Commerce Degree from Lakehead University, is a member in good standing with the Chartered Professional Accountants of Ontario, Chartered Professional Accountants of Alberta and is an ICD.D designated member of the Institute of Corporate Directors.
Shareholder Approval
The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction (as defined in the Policy) and, accordingly, the Company is not required to obtain the approval of its shareholders for the Qualifying Transaction. However, the Company intends to hold a special meeting of its shareholders, as soon as practical to approve certain matters ancillary to the Qualifying Transaction, including the Name Change, the Consolidation, proposed directors of the Resulting Issuer, and, if applicable, the adoption of a new security based incentive plan for the Resulting Issuer. Should the Company pay a finder's fee to a Non-Arm's Length Party to the CPC (as defined in the Policy), the payment of such fee (including the issuance of securities in connection therewith) shall be subject to disinterested shareholder approval at the Company's special meeting.
Sponsorship
The TSXV requires sponsorship of a Qualifying Transaction of a capital pool company, unless exempt in accordance with the policies of the TSXV. The Parties are currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV. However, there can be no assurance that the Parties will ultimately obtain such exemption.
The Parties intend to provide any additional information regarding sponsorship at a later date, once determined by the Parties. In the event that the TSXV does not grant an exemption from the sponsorship requirements of the TSXV, the Parties would be required to engage a sponsor.
Trading Halt
In accordance with the policies of the TSXV, the Common Shares, which are currently listed on the TSXV under the symbol "ACCB.P", have been halted from trading and it is expected that the Common Shares will remain halted until completion of the Qualifying Transaction.
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 Canada Corporation ("Glencore") in the Matagami property located in Abitibi region of central Québec, Canada pursuant to an earn-in agreement dated March 25, 2022 (as amended) with Glencore.
About Aardvark 2 Capital Corp.
The Company is a capital pool company (within the meaning of the Policy) incorporated under the OBCA on December 10, 2021. It is a reporting issuer in the provinces of British Columbia, Alberta, Ontario, New Brunswick and Nova Scotia, with its registered and head office located in Toronto, Ontario. The Company has no commercial operations and no assets other than cash.
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, including statements concerning the Qualifying Transaction (including the Name Change and the Consolidation,), the Special Warrant and/or the Concurrent Financing, the Special Meeting, the Proposed Definitive Agreement, and the proposed structure by which the Qualifying Transaction is to be completed. 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 Parties, including expectations and assumptions concerning (i) the Company, Nuvau, the Resulting Issuer, and the Qualifying Transaction, (ii) the ability of the Parties to negotiate and enter into the Proposed Definitive Agreement on satisfactory terms as proposed, (iii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV, (iv) if the Proposed Definitive Agreement is entered into, the satisfaction of other closing conditions in accordance with the terms of the Proposed Definitive Agreement, and (v) the ability of the Parties (as applicable) to complete the Special Warrant Financing, the Concurrent Financing and/or the Qualifying Transaction on the terms outlined in this news release (or at all). 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 Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Parties 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 Party 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.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or Filing Statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
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.
For further information please contact:
Aardvark 2 Capital Corp.
Zachary Goldenberg
C.E.O, and Director
Telephone: 647-987-5083
Email: zach@libertyvp.co
Nuvau Minerals Corp.
Peter Van Alphen
President, COO
Telephone: 416-525-6063
Email: pvanalphen@nuvauminerals.com
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.
Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/213275
SOURCE: Aardvark 2 Capital Corp.
