AFR NuVenture Resources Inc. Announces Trading Reinstatement and Non- Brokered $125,000 Private Placement
AFR NuVenture Resources Inc. Announces Trading Reinstatement and Non-
Brokered $125,000 Private Placement
TORONTO, Ontario, January 26, 2026 – TheNewswire - AFR NuVenture Resources Inc.
(“AFR” or the “Company”) (TSXV: AFR), is pleased to announce that effective at the
opening Tuesday, January 27, 2026, trading will be reinstated in the securities of the
Company.
Further to the Company’s press release dated January 23, 2026, the Company also
announces that, as part of the reinstatement process, it is initially intending to offer for sale,
on a non-brokered private placement basis, initially 8,333,334 common shares of the
Company (the “Offering”) consisting of shares of the Company at a price of $0.015 per
Unit for aggregate gross proceeds of $125,000. Each Unit will consist of one common
share (each, a “Share”) and one share purchase warrant (each, a “Warrant”). Each
Warrant will entitle the holder to acquire one additional common share (each, a “Warrant
Share”) in the capital of the Company at an exercise price of $0.05 per Warrant Share for a
period of five (5) years after the closing of the Offering.
The Offering is subject to the receipt of all necessary approvals, including approval of the
Toronto Venture Exchange (the “TSXV”), as well as the satisfaction of other customary
closing conditions. The proceeds derived from the sale of the shares will be expended to
pay the costs of a preliminary exploration programs on one or both of the Company’s
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.
A portion of the Offering may be allocated to investors relying on the “existing security
holder”, “accredited investor” or other exemptions available to AFR under National
Instrument 45-106 – Prospectus Exemptions.
If a new Control Person’s is created as a result of this Offering, shareholder approval may
be required, however, no new control person is expected to be created.
Certain Insiders (as such term is defined under the policies of the TSX Venture Exchange
(the “Exchange”)) of the Company may participate in the Offering. Any participation of
Insiders in the Offering will constitute a “related party transaction” within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company intends to rely on exemptions from the formal
valuation and minority shareholder approval requirements provided under subsections
5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by Insiders
will not exceed 25% of the fair market value of the Company’s market capitalization.
All securities issued in connection with the Offering will be subject to a hold period which
expires four months and one day after the date the securities are issued.
The securities offered have not been registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons absent registration or an applicable exemption from
registration requirements. This release does not constitute an offer for sale of securities in
the United States.
On behalf of the Board of Directors,
John F. O’Donnell, Chairman and CEO
Telephone: 1 (647) 966-3100
For more information on the Company, investors should review the Company's filings on
SEDAR+ at www.sedarplus.ca and our website at www.afrnuventure.com .
Neither 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 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
information 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 statements
include, among others, the Company’s proposed private payment. 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.
Actual results could differ materially due to a number of factors, including, without
limitation, regulatory issues, 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 and 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