Business
Aardvark 2 Capital Corp. and Nuvau Minerals Corp. Execute Business Combination Agreement for Proposed Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - July 29, 2024) - Aardvark 2 Capital Corp. (TSXV: ACCB.P) (the...
About this update from Nuvau Minerals Inc.
[{"type":"text","content":"\nAardvark 2 Capital Corp. and Nuvau Minerals Corp. Execute Business Combination Agreement for Proposed Qualifying TransactionToronto, Ontario--(Newsfile Corp. - July 29, 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 that, further to their joint news release dated June 17, 2024, they have entered into a definitive business combination agreement dated July 26, 2024 (the \"Business Combination Agreement\") in respect of the previously-announced arm's length \"qualifying transaction\" (the \"Qualifying Transaction\"), as such term is defined in Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the \"TSXV\") Corporate Finance Manual. In this news release, references to the \"Resulting Issuer\" is to the Company after the closing of the Qualifying Transaction. Key terms of the Business Combination Agreement and Qualifying TransactionOn July 26, 2024, the Business Combination Agreement in respect of the Qualifying Transaction was entered into among the Company, Nuvau and 1000961682 Ontario Inc. (\"Subco\"), a wholly-owned subsidiary of the Company incorporated for the purpose of completing the Amalgamation (as defined herein). The Business Combination Agreement provides for, among other things, a three-cornered amalgamation under the Business Corporations Act (Ontario) (the \"OBCA\"), among the Company, Nuvau, and Subco (the \"Amalgamation\"), pursuant to which, among other things: Nuvau will amalgamate with Subco under Section 174 of the OBCA to form one corporation; each common share of Nuvau (each, a \"Nuvau Share\") outstanding immediately prior to the effective time (the \"Effective Time\") of the closing of the Qualifying Transaction that is held by a shareholder of Nuvau (a \"Nuvau Shareholder\") will be exchanged for one (1) post-Consolidation Common Share (as defined below); and all convertible securities of Nuvau outstanding immediately prior to the Effective Time will be cancelled and replaced with equivalent convertible securities of the Resulting Issuer entitling the holders thereof to acquire post-Consolidation Common Shares in lieu of Nuvau Shares. In addition, prior to the Effective Time, the Company intends to effect (i) a consolidation (the \"Consolidation\") of its outstandi...