23:51:08 EST Fri 23 Jan 2026
Enter Symbol
or Name
USA
CA



AFR Nuventure Resources Inc
Symbol AFR
Shares Issued 25,210,111
Close 2025-10-06 C$ 0.015
Market Cap C$ 378,152
Recent Sedar+ Documents

AFR Nuventure expects to be reinstated for trading

2026-01-23 17:31 ET - News Release

Mr. John O'Donnell reports

AFR NUVENTURE RESOURCES ANNOUNCES REINSTATEMENT OF TRADING ON TSX-V AND CORPORATE UPDATE REPORT

Following the revocation of the Oct. 6, 2025, failure-to-file cease trade order (FFCTO) of the British Columbia Securities Commission, the TSX Venture Exchange has accepted AFR Nuventure Resources Inc.'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 (management's discussion and analysis) for the fiscal year ended May 31, 2025, and its interim financial statements and MD&A for the first quarter (Q1) ended Aug. 31, 2025. These documents can be referred to on SEDAR+ and the company's website.

The company's share and business structure and objectives have not changed, and the company plans to renew its proposed exploration on its Mary Ann's Lake copper/silver project in Cape Breton, N.S., and its Massey nickel/copper project in the Timmins mining camp in 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 Dec. 31, 2025. The company is hopeful that it will be awarded the same grant in 2026 and if the grant is awarded or financing 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 groundtruth 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 per cent of qualifying expenditures) to offset costs. 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 National Instrument 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

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 Aug. 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 the 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 pursuant to which, 1,171,430 common shares of the company were issued at a price of 3.5 cents per share for gross proceeds of $41,000. No finders' 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 per cent of the principal amount, and any accrued and unpaid interest on such principal amount and commitment fee, will be due and payable in full on that date that is the earliest to occur of 12 calendar months from the date of initial advance of funds under the promissory note and the date that is five 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 10 per cent 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 TSX Venture Exchange and remains subject to TSX-V'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. 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 TSX-V) 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 of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25 per cent 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 voting 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 National Instrument 43-101, and has provided and has approved the technical information contained in this news release.

For more information on the company and its projects, investors should review the company's filings on SEDAR+ and the company's website.

We seek Safe Harbor.

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