AFR NuVenture Resources Announces Reinstatement of Trading on TSX-V and Corporate Update Report

AFR NuVenture Resources

Announces Reinstatement of Trading on TSX-V and Corporate Update Report

TORONTO, Ontario, January 23, 2026 – TheNewswire - AFR NuVenture Resources Inc.

(“AFR” or the “Company”) (TSXV: AFR), is pleased to announce that following the

revocation of the October 6, 2025 failure-to-file cease trade order (the FFCTO) of the British

Columbia Securities Commission , the TSX Venture Exchange (the “TSXV”) has accepted

the Company’s application for the revocation of its trading suspension, and the Company’s

shares will be reinstated to trading soon.

The Company also wishes to provide an update on its corporate activities and plans. The

Company has recently completed and filed on SEDAR+ its audited annual financial

statements and related MD&A for the fiscal year ended May 31, 2025 , and its interim

financial statements and MD&A for the first quarter (Q1) ended August 31, 2025. These

documents can be referred to on SEDAR+ and the Company’s website as noted below.

The Compan y’s share and business structure and objectives have not changed , and the

Company plans to renew its proposed exploration on it s Mary Ann’s Lake Copper/Silver

Project in Cape Breton, Nova Scotia and its Massey Nickel/Copper Project in the Timmins

Mining Camp, Ontario. The Company has not met the activity criterion of the Continuing

Listing Requirements of the Exchange in that it has not spent the minimum amount required

in actual exploration or development on its current properties. The Company's plans to

conduct minimum exploration programs on the properties over the next 12 months as set out

below:

Mary Ann’s Lake Copper/Silver Project

The Company plans to conduct a diamond drill program consisting of , initially, one hole to

confirm and expand on the results of a previous hole drilled by a previous operator for a cost

of approximately $70,000. The Nova Scotia Mineral Resources Development Fund by the

Government of Nova Scotia awarded the Company a shared grant of $52,500 . Because of

the FFCTO and the TSX -V trading suspension, the grant was forfeited because of the

Company’s inability to finance its share of the program prior to December 31, 2025. The

Company is hopeful that it will be awarded the same grant in 2026 and if the grant is awarded

or funding is otherwise available, the Company will conduct a larger drill program if

warranted.

Massey Nickel/Copper Project

By May 31, 2026, the Company plans to perform a Max Min geophysical survey to ground

truth the results of prior geophysical work over the property and help establish future drill

targets.

The Ontario Ministry of Mines should be offering another round of funding to junior

exploration companies this year under the Ontario Junior Exploration Program. This

program offers up to $200,000 in funding (50% of qualifying expenditures) to offset cost s.

The Company intends to apply for such a grant and, if granted, or if funding is otherwise

available, the Company intends to complete a program of diamond drilling.

In summary, the Company intends to raise initial financing pursuant to private placements

through exemptions from the prospectus requirements contained in NI 45-106 in the amount

of $125,000. Depending on the amount of available funds, the available funds will be

expended to pay the costs of the aforesaid preliminary exploration programs on one or both

of the projects as follows:

Mary Ann’s Lake Copper/Silver Project - $70,000.

Massey Nickel/Copper Project - $25,000.

Working Capital: General Administrative Expenses and Working Capital - $30,000.

This sum, in addition to the $40,000 which has now been advanced to the Company, pursuant

to the promissory note as described below, will provide the Company with adequate working

capital for the next 12 months. The Interim Financial Statements dated August 31, 2025 ,

reflected a working capital deficiency of $379,504. This deficiency is mitigated by the fact

that $321,150 of that amount is represented by amounts due to officers and directors . The

officers and directors have no intention of collecting the amounts due to officers and

directors until such time as the Company is in a position to do so without jeopardizing its

ability to meet its general and administrative expenses and finance its proposed work

programs, certainly not within the next 12 months. A further $28,500 is represented by a

very old , settled debt in the Democratic Republic of Congo (DRC ), which amount the

Company does not expect to ever be required to pay. On April 1, 2025, the Company

announced the closing of its non brokered private placement (the “Offering”) pursuant to

which, 1,171,430 common shares of the Company were issued at a price of $0.035 per share

for gross proceeds of $41,000. No finder’s fees were paid related to the Offering and Insiders

of the Company acquired all of the shares of the Offering. During the recent annual audit,

the Company became aware that an additional $5,000 was received in subscriptions proceeds

for which shares were not issued. The discrepancy was accounted for in the Company’s latest

annual financial statements under Liabilities as “Common shares to be issued $5,000”. This

discrepancy will be rectified following reinstatement for trading.

Thus, the remaining $40,000 from a director pursuant to the promissory note as mentioned

below and the $30,000 working capital expected from the expected private placement will

completely offset the actual mitigated working capital deficiency.

Following the FFCTO, in order to pay the costs of the annual audit which was in default,

the Company issued a promissory note secured by a general security agreement whereby

the Company granted and created by way of a mortgage, charge, assignment and transfer

in favour of the secured parties, a continuing security interest in all of its present property.

The Principal Amount of the note was $102,183, however, the amount advanced and

owing under the promissory note to date is $62,183. The remaining $40,000 of the

principal amount, which has now been advanced to the Company, was committed by TSM-

Enterprise SARL, a non-arm's length party to the Company.

Unless an event of default has occurred, the Principal Amount, together with a

commitment fee of 10% of the Principal Amount (the “Commitment Fee”) and any

accrued and unpaid interest on such Principal Amount and Commitment Fee (together, the

“Indebtedness”), will be due and payable in full on that date which is the earliest to occur

of twelve (12) calendar months from the date of initial advance of funds under the

promissory note and the date that is five (5) business days following the closing date for

the completion by the Company of a financing or financings involving the issuance of

common shares or securities convertible or exchangeable for common shares for aggregate

net proceeds to the Company exceeding $300,000. All payments or prepayments made

under the promissory note shall be made pro rata to the Lenders in proportion to their share

of the Principal Amount. The Indebtedness, bears simple interest at the rate of ten (10%)

percent per annum, accruing and calculated daily. Officers and directors of the Company

advanced $22,183 under the promissory note while the balance was advanced by non-

insiders. The promissory note required the Company to use the Principal Amount advanced

under this Note for working capital purposes, primarily to pay for the cost to complete the

Company’s audit, to pay expenses related to the Company’s regulatory requirements, and

to advance the Company’s Cape Breton project. The promissory note has been submitted

to the TSXV and remains subject to TSXV's acceptance.

Insiders of the Company provided part of the proceeds of the Promissory Note which thus

may constitute a “related party transaction” under Multilateral Instrument 61-101 –

Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The

Company is relying on the exemption from the formal valuation requirement in section

5.5(b) of MI 61-101 (as a result of its common shares being listed on the TSXV) and the

exemption from the minority approval requirement in section 5.7(1)(a) of MI 61-101 (as

neither the fair market value of the subject matter (the Promissory Note) of, nor the fair

market value of the consideration for the transaction, insofar as it involves interested

parties, exceeds 25% of the Company’s market capitalization. The Company is further

relying on the Financial Hardship provisions contained in sections 5.5 (g) of MI 61-101

and the Loan to Issuer, No Equity or V oting Component provisions of section 5.7 (f) of MI

61-101. No new Control Person was created as a result of this transaction.

Douglas Hunter, a director of the Company, is a Qualified Person (QP) under NI 43-101

and has provided and has approved the technical information contained in this press

release.

For more information on the Company and its projects, investors should review the

Company's filings on SEDAR+ at www.sedarplus.ca and our website at

www.afrnuventure.com.

On behalf of the Board of Directors,

John F. O’Donnell, Chairman and CEO

Email: john @odonnell-law.ca

Telephone: 1-647-966-3100

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined

in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy

of this release.

This news release contains "forward-looking information" (within the meaning of applicable

Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S.

Private Securities Litigation Reform Act of 1995). Such statements or info rmation are

identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential",

"estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future

outcomes or statements regarding an outlook. Such statemen ts include, among others, the

Company’s proposed exploration plans on its two projects ; its plans to rectify deficiencies,

and its intention to reapply for the Nova Scotia grant and apply for the Ontario grant, and its

plans for financing. Such forward-looking information or statements are based on a number

of risks, uncertainties and assumptions which may cause actual results or other expectations

to differ materially from those anticipated and which may prove to be incorrect. Assumptions

have been made regarding, among other things, management's expectations regarding its

ability to raise financing and complete its proposed work programs. Actual results could

differ materially due to a number of factors, including, without limitation, regulatory issues,

financing opportunities, and market conditions. Although the Company believes that the

expectations reflected in the forward -looking information or statements are reasonable,

prospective investors in the Company's securities should not place undue reliance on

forward-looking statements because the Company can provide no assurance that such

expectations will prove to be correct. Forward-looking information and statements contained

in this news release are as of the date of this news release an d the Company assumes no

obligation to update or revise this forward -looking information and statements except as

required by law.

Not for distribution to the United States.