AFR Nuventure amends terms of private placement

Executive Summary

• AFR Nuventure Resources Inc. has amended the terms of its previously announced non-brokered private placement, increasing both the offering price and total size.
• The revised offering will issue 7.5 million units at $0.02 per unit, generating $150,000 in gross proceeds.
• Net proceeds will be allocated to preliminary exploration programs on the company's Mary Ann's Lake and Massey projects, with the balance designated for working capital and administrative expenses.

Key Details

• Offering Structure: 7.5 million units issued at $0.02 per unit for total gross proceeds of $150,000.
• Unit Composition: Each unit consists of one common share and one share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to acquire one additional common share at an exercise price of $0.05 per share, exercisable for five years following closing.
• Use of Proceeds:
• $70,000 allocated to preliminary exploration programs at the Mary Ann's Lake copper/silver project.
• $25,000 allocated to preliminary exploration programs at the Massey nickel/copper project.
• $55,000 allocated to working capital, general administrative expenses, and operational costs.
• Regulatory & Closing Conditions: Offering is subject to TSX Venture Exchange approval and satisfaction of customary closing conditions.
• Insider Participation: Insiders may participate, constituting a related-party transaction under Multilateral Instrument 61-101. The company will rely on exemptions from formal valuation and minority shareholder approval requirements, as insider participation will not exceed 25% of the company's market capitalization.
• Securityholder Approval: No new control person is expected to be created; however, shareholder approval may be required if one is.
• Hold Period: All issued securities are subject to a statutory hold period of four months and one day post-issuance.
• Exemptions: Offering will rely on existing exemptions under National Instrument 45-106 (Prospectus Exemptions) for accredited investors and other qualifying purchasers.