AFR to resume trading Jan. 27; arranges financing

Executive Summary

• AFR Nuventure Resources Inc. announces the reinstatement of trading effective January 27, 2026, concurrent with a non-brokered private placement offering.
• The company intends to issue 8,333,334 units at $0.015 per unit, generating $125,000 in aggregate gross proceeds.
• Proceeds will be allocated to preliminary exploration programs on the Mary Ann's Lake and Massey projects, with remaining funds designated for working capital and administrative expenses.

Key Details

• Trading Reinstatement: Effective at market open on Tuesday, January 27, 2026.
• Offering Structure & Size: Non-brokered private placement of 8,333,334 units.
• Price & Gross Proceeds: $0.015 per unit for $125,000 in total gross proceeds.
• Warrant Terms: Each unit includes one common share and one share purchase warrant. Warrants entitle 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 for preliminary exploration at the Mary Ann's Lake copper/silver project; $25,000 for preliminary exploration at the Massey nickel/copper project; $30,000 for working capital and general administrative expenses.
• Regulatory & Closing Conditions: Offering is subject to TSX Venture Exchange approval and satisfaction of customary closing conditions.
• Insider Participation & MI 61-101 Exemptions: Insiders may participate, which would constitute a related party transaction under Multilateral Instrument 61-101. The company intends to rely on exemptions from formal valuation and minority shareholder approval requirements, contingent on insider participation not exceeding 25% of the company's market capitalization.
• Hold Period: All securities issued in connection with the offering will be subject to a hold period expiring four months and one day after issuance.
• Exemptions & Control Status: Offering may be allocated to existing securityholders, accredited investors, or other exemptions under National Instrument 45-106. No new control person is expected, though shareholder approval may be required if one is created as a result of the offering.