AFR Nuventure expects to be reinstated for trading

Executive Summary

• AFR Nuventure Resources has successfully applied to reinstate trading on the TSX Venture Exchange following the revocation of a BCSC failure-to-file cease trade order.
• The company filed its audited annual and Q1 interim financial statements, disclosing a working capital deficiency of $379,504 that is largely mitigated by unsecured amounts owed to insiders and directors.
• Management outlined a $125,000 financing plan to fund preliminary exploration programs at the Mary Ann's Lake and Massey projects, alongside details of a $102,183 secured promissory note and related-party transaction exemptions.

Key Details

• Trading Reinstatement: TSX-V accepted the application to revoke trading suspension after the BCSC revoked the Oct 6, 2025 failure-to-file cease trade order (FFCTO).
• Financial Filings: Audited annual financials & MD&A (fiscal year ended May 31, 2025) and interim financials & MD&A (Q1 ended Aug 31, 2025) have been filed on SEDAR+.
• Working Capital Position: Interim financials show a working capital deficiency of $379,504. Mitigated by $321,150 owed to officers/directors (no collection planned within 12 months) and $28,500 in old DRC debt expected to be uncollectible.
• Financing Plan: Plans to raise $125,000 via private placement under NI 45-106 exemptions. Allocation: $70,000 (Mary Ann's Lake), $25,000 (Massey), $30,000 (G&A/working capital).
• Promissory Note Terms: Issued to cover audit costs. Principal: $102,183; Advanced to date: $62,183. Secured by general security agreement on all present property. Interest: 10% simple per annum. Due earliest of: 12 months from initial advance or 5 business days after closing a financing >$300,000. $40,000 committed by TSM-Enterprise SARL (non-arm's length). Insiders advanced $22,183; non-insiders advanced the balance.
• Related Party Transaction: Relies on MI 61-101 exemptions (valuation, minority approval, financial hardship, loan to issuer). No new control person created. Note submitted to TSX-V pending acceptance.
• Mary Ann's Lake Project (Cape Breton, NS): Plans initial 1-hole diamond drill program to confirm/expand prior results, cost ~$70,000. Previously forfeited $52,500 NS Mineral Resources Development Fund grant due to FFCTO/suspension; hopes to reapply in 2026.
• Massey Project (Timmins, ON): Plans Max Min geophysical survey by May 31, 2026. Intends to apply for Ontario Ministry of Mines junior exploration program (up to $200,000, 50% cost share) to fund potential diamond drilling.
• Recent Private Placement: April 1, 2025 closing of non-brokered private placement: 1,171,430 shares at $0.035/share for $41,000 gross proceeds. No finders' fees; all shares acquired by insiders. $5,000 subscription discrepancy recorded as "common shares to be issued" liability, to be rectified post-reinstatement.
• Technical Approval: Douglas Hunter (Director) is the Qualified Person (QP) under NI 43-101 who approved the technical information.