Toronto, Ontario--(Newsfile Corp. - October 23, 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 provide an update to the terms of the previously announced brokered private placement (the "Concurrent Financing"). The Concurrent Financing will be a best-efforts private placement of subscription receipts by Nuvau (the "Subscription Receipts") for gross proceeds of up to $8,010,000, to be completed in connection with the proposed reverse takeover of the Company by Nuvau (the "Qualifying Transaction"), which transaction is intended to constitute the Company's "Qualifying Transaction" (within the meaning of Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual). 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." For further details relating to the Concurrent Financing and Qualifying Transaction, please refer to the Company's news releases dated June 17, 2024 and July 29, 2024.
Nuvau has entered into an engagement agreement with Ventum Financial Corp. and Eight Capital, as co-lead agents and joint bookrunners, (together, the "Co-Lead Agents") on behalf of a syndicate of agents (together with the Co-Lead Agents, the "Agents"), in connection with the best-efforts private placement of Subscription Receipts at a price of $0.90 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of up to $8,010,000. As part of the Concurrent Financing, Nuvau has granted the Agents an option (the "Agents' Option") to offer up to an additional $1,201,500 in Subscription Receipts, for potential aggregate gross proceeds of up to $9,211,500 under the Concurrent Financing. The Agents' Option may be exercised in whole or in part at any time prior to the closing of the Concurrent Financing. Closing of the Concurrent Financing is expected to occur on or about November 13, 2024.
The Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") between Nuvau, the Co-Lead Agents, on behalf of the Agents, and a subscription receipt agent (the "Subscription Receipt Agent") mutually acceptable to Nuvau and the Co-Lead Agents. Each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit in the capital of Nuvau (each, a "Nuvau Unit"), subject to adjustment in certain events, immediately before the closing of the Qualifying Transaction upon the satisfaction and/or waiver of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) at or before the date that is six months from the closing date of the Concurrent Financing (the "Escrow Release Deadline"). Each Nuvau Unit shall consist of one common share (a "Nuvau Share") in the capital of Nuvau and one-half of one Nuvau Share purchase warrant (each whole warrant, a "Nuvau Warrant"). Each Nuvau Warrant shall be exercisable into one additional Nuvau Share for two years from the closing date of the Qualifying Transaction at an exercise price of $1.35 per Nuvau Share. Upon completion of the Qualifying Transaction, each Nuvau Share shall be immediately exchanged for one common share of the Resulting Issuer (each, a "Resulting Issuer Share") and each Nuvau Warrant shall be immediately exchanged for one warrant of the Resulting Issuer for no additional consideration and without any further action by the holders thereof.
In consideration for their services in connection with the Concurrent Financing, Nuvau has agreed to pay the Agents a cash fee (the "Agent's Fee") equal to 6.0% of the gross proceeds from the sale of the Subscription Receipts, other than in respect of Subscription Receipts issued to certain institutional and investment fund subscribers residing in Québec (the "Excluded Investors"), for which there shall be no fee payable on such issuances to Excluded Investors. 50% of the Agent's Fee will be paid on the closing date of the Concurrent Financing and the remaining 50% of the Agent's Fee will be deposited in escrow. As additional consideration for the services of the Agents, the Agents will be granted compensation options of Nuvau (the "Compensation Options") equal to 6.0% of the number of Subscription Receipts sold in the Concurrent Financing, which, for greater certainty, includes Subscription Receipts sold pursuant to the exercise of the Agents' Option, other than in respect of Subscription Receipts issued to Excluded Investors for which no Compensation Options will be issued. Each Compensation Option shall, upon completion of the Qualifying Transaction, be automatically exchanged for one compensation option of the Resulting Issuer (the "Resulting Compensation Options"). Each Resulting Compensation Option shall be exercisable to acquire one Resulting Issuer Share at the Offering Price for a period of 24 months following the date of closing of the Qualifying Transaction.
Upon closing of the Concurrent Financing, the gross proceeds of the Concurrent Financing, less 50% of the Agent's Fee and the Agents' estimated expenses, will be deposited in escrow with the Subscription Receipt Agent pending satisfaction and/or waiver of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied and/or waived on or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by such holder plus an amount equal to the holder's pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any). To the extent that the escrowed funds are insufficient to refund such amounts to each holder of the Subscription Receipts, Nuvau shall be liable for and will contribute such amounts as are necessary to satisfy the shortfall.
The proceeds of the Concurrent Financing are expected to be used for exploration drilling, prospecting, geophysics, geological mapping, metallurgical testing, as well as for working capital and general corporate purposes.
About Nuvau
Nuvau is a Canadian mining company, incorporated under the Business Corporations Act (Ontario), 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.
About Aardvark 2 Capital Corp.
The Company is a capital pool company (within the meaning of the policies of the TSX Venture Exchange) incorporated under the Business Corporations Act (Ontario) 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 concerning the Qualifying Transaction and Concurrent Financing. 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 and the Concurrent Financing, (ii) the ability of Nuvau and the Co-Lead Agents to negotiate and enter into the Subscription Receipt Agreement on satisfactory terms, (iii) the timely receipt of all required shareholder, court, regulatory and third party approvals (as applicable), including the approval of the TSX Venture Exchange, (iv) the satisfaction of other closing conditions in accordance with the terms of the business combination agreement dated July 26, 2024 (the "Business Combination Agreement") by and between the Company, Nuvau and 1000961682 Ontario Inc. (a wholly-owned subsidiary of the Company), (v) the ability to close the Concurrent Financing on the proposed terms or at all, (vi) the satisfaction and/or waiver of the Escrow Release Conditions in accordance with the terms of the Subscription Receipt Agreement, and (vii) the ability of the Parties to complete the Qualifying Transaction on the terms outlined in the Business Combination Agreement (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, TSX Venture Exchange acceptance and the receipt of shareholder approvals in respect of certain corporate matters as further detailed in the Business Combination Agreement. There can be no assurance that the Qualifying Transaction will be completed on the terms presently contemplated 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 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 any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 and CEO
Telephone: 416-525-6023
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.
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SOURCE: Aardvark 2 Capital Corp.
