AFR NuVenture Resources Announces Reinstatement of Trading on TSX-V and Corporate Update Report

(TheNewswire)

TORONTO, Ontario – TheNewswire– January 23, 2026 – AFR NuVenture ResourcesInc. (“AFR” or the “Company”) (TSXV: AFR), is pleased toannounce that following the revocation of the October 6, 2025failure-to-file cease trade order (the FFCTO) of  the BritishColumbia Securities Commission, the TSX Venture Exchange (the“TSXV”) has accepted the Company’s application for therevocation of its trading suspension, and the Company’s shares willbe reinstated to trading soon.

The Company also wishes to provide an update on itscorporate activities and plans. The Company has recently completed and filed on SEDAR+ its audited annualfinancial statements and related MD&A for the fiscal year endedMay 31, 2025, and its interim financial statements and MD&A forthe first quarter (Q1) ended August 31, 2025. These documents can bereferred to on SEDAR+ and the Company’s website as notedbelow.

The Company’s share and business structure andobjectives have not changed, and the Company plans to renew itsproposed exploration on its Mary Ann’s Lake Copper/Silver Project inCape Breton, Nova Scotia and its Massey Nickel/Copper Project in theTimmins Mining Camp, Ontario. The Company has not met the activitycriterion of the Continuing Listing Requirements of the Exchange inthat it has not spent the minimum amount required in actualexploration or development on its current properties. The Company's plans toconduct minimum exploration programs on the properties over the next12 months as set out below:

MaryAnn’s Lake Copper/Silver Project

The Company plans to conduct a diamond drill programconsisting of, initially, one hole to confirm and expand on theresults of a previous hole drilled by a previous operator for a costof approximately $70,000. The Nova Scotia Mineral ResourcesDevelopment Fund by the Government of Nova Scotia awarded the Companya shared grant of $52,500. Because of the FFCTO and the TSX-V tradingsuspension, the grant was forfeited because of the Company’sinability to finance its share of the program prior to December 31,2025. The Company is hopeful that it will be awarded the same grant in2026 and if the grant is awarded or funding is otherwise available,the Company will conduct a larger drill program if warranted.

MasseyNickel/Copper Project

By May 31, 2026, the Company plans to perform a Max Mingeophysical survey to ground truth the results of prior geophysicalwork over the property and help establish future drill targets.

 The Ontario Ministry of Mines should be offeringanother round of funding to junior exploration companies this yearunder the Ontario Junior Exploration Program. This program offers upto $200,000 in funding (50% of qualifying expenditures) to offsetcosts. The Company intends to apply for such a grant and, if granted,or if funding is otherwise available, the Company intends to completea program of diamond drilling.

In summary, theCompany intends to raise initial financing pursuant to privateplacements through exemptions from the prospectus requirementscontained in NI 45-106 in the amount of $125,000. Depending on theamount of available funds, the available funds will be expended to paythe costs of the aforesaid preliminary exploration programs on one orboth of the projects as follows:

Mary Ann’s Lake Copper/Silver Project -$70,000.

Massey Nickel/Copper Project - $25,000.

Working Capital: General Administrative Expenses andWorking Capital - $30,000.

This sum, in addition to the $40,000 which has now beenadvanced to the Company, pursuant to the promissory note as describedbelow, will provide the Company with adequate working capital for thenext 12 months. The Interim Financial Statements dated August 31,2025, reflected a working capital deficiency of $379,504. Thisdeficiency is mitigated by the fact that $321,150 of that amount isrepresented by amounts due to officers and directors. The officers and directors have no intention of collectingthe amounts due to officers and directors until such time as theCompany is in a position to do so without jeopardizing its ability tomeet its general and administrative expenses and finance its proposedwork programs, certainly not within the next 12 months. A further$28,500 is represented by a very old, settleddebt in the Democratic Republic of Congo (DRC), which amount theCompany does not expect to ever be required to pay.  On April 1, 2025, the Company announced the closing of itsnon brokered private placement (the “Offering”) pursuant to which,1,171,430 common shares of the Company were issued at a price of$0.035 per share for gross proceeds of $41,000. No finder’s feeswere paid related to the Offering and Insiders of the Company acquiredall of the shares of the Offering. During the recent annual audit, theCompany became aware that an additional $5,000 was received insubscriptions proceeds for which shares were not issued. Thediscrepancy was accounted for in the Company’s latest annualfinancial statements under Liabilities as “Common shares to beissued $5,000”. This discrepancy will be rectified followingreinstatement for trading.

Thus, the remaining $40,000 from a director pursuant tothe promissory note as mentioned below and the $30,000 working capitalexpected from the expected private placement will completely offsetthe actual mitigated working capital deficiency.

Following the FFCTO, in order to pay the costs of theannual audit which was in default, the Company issued a promissorynote secured by a general security agreement whereby the Companygranted and created by way of a mortgage, charge, assignment andtransfer in favour of the secured parties, a continuing securityinterest in all of its present property. The Principal Amount of thenote was $102,183, however, the amount advanced and owing under thepromissory note to date is $62,183. The remaining $40,000 of theprincipal amount, which has now been advanced to the Company, wascommitted by TSM-Enterprise SARL, anon-arm's length party to the Company.

Unless an event of default has occurred, the PrincipalAmount, together with a commitment fee of 10% of the Principal Amount(the “Commitment Fee”) and any accrued and unpaid interest on suchPrincipal Amount and Commitment Fee (together, the“Indebtedness”), will be due and payable in full on that datewhich is the earliest to occur of twelve (12) calendar months from thedate of initial advance of funds under the promissory note and thedate that is five (5) business days following the closing date for thecompletion by the Company of a financing or financings involving theissuance of common shares or securities convertible or exchangeablefor common shares for aggregate net proceeds to the Company exceeding$300,000. All payments or prepayments made under the promissory noteshall be made pro rata to the Lenders in proportion to their share ofthe Principal Amount. The Indebtedness, bears simple interest at therate of ten (10%) percent per annum, accruing and calculated daily.Officers and directors of the Company advanced $22,183 under thepromissory note while the balance was advanced by non-insiders. Thepromissory note required the Company to use the Principal Amountadvanced under this Note for working capital purposes, primarily topay for the cost to complete the Company’s audit, to pay expensesrelated to the Company’s regulatory requirements, and to advance theCompany’s Cape Breton project. The promissory note has beensubmitted to the TSXV and remains subject to TSXV'sacceptance. 

Insiders of the Company provided part of the proceedsof the Promissory Note which thus may constitute a “related partytransaction” under Multilateral Instrument 61-101 – Protection ofMinority Security Holders in Special Transactions (“MI 61-101”).The Company is relying on the exemption from the formal valuationrequirement in section 5.5(b) of MI 61-101 (as a result of its commonshares being listed on the TSXV) and the exemption from the minorityapproval requirement in section 5.7(1)(a) of MI 61-101 (as neither thefair market value of the subject matter (the Promissory Note) of, northe fair market value of the consideration for the transaction,insofar as it involves interested parties, exceeds 25% of theCompany’s market capitalization.  The Company is further relying onthe Financial Hardship provisions contained in sections 5.5 (g) of MI61-101 and the Loan to Issuer, No Equity or Voting Componentprovisions of section 5.7 (f) of MI 61-101. No new Control Person wascreated as a result of this transaction.  

Douglas Hunter, a director of the Company, is aQualified Person (QP) under NI 43-101 and has provided and hasapproved the technical information contained in this pressrelease.

For more information on the Company and its projects,investors should review the Company's filings on SEDAR+ atwww.sedarplus.ca and our website at www.afrnuventure.com.

On behalf of the Board of Directors,

John F. O’Donnell, Chairman and CEO

Email: john @odonnell-law.ca

Telephone: 1-647-966-3100

Neither TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release.

This news release contains "forward-lookinginformation" (within the meaning of applicable Canadiansecurities laws) and "forward-looking statements" (withinthe meaning of the U.S. Private Securities Litigation Reform Act of1995). Such statements or information are identified with words suchas "anticipate", "believe", "expect","plan", "intend", "potential","estimate", "propose", "project","outlook", "foresee" or similar words suggestingfuture outcomes or statements regarding an outlook. Such statementsinclude, among others, the Company’s proposed exploration plans onits two projects; its plans to rectify deficiencies, and its intentionto reapply for the Nova Scotia grant and apply for the Ontario grant,and its plans for financing. Such forward-looking information orstatements are based on a number of risks, uncertainties andassumptions which may cause actual results or other expectations todiffer materially from those anticipated and which may prove to beincorrect. Assumptions have been made regarding, among other things,management's expectations regarding its ability to raisefinancing and complete its proposed work programs. Actual resultscould differ materially due to a number of factors, including, withoutlimitation, regulatory issues, financing opportunities, and marketconditions. Although the Company believes that the expectationsreflected in the forward-looking information or statements arereasonable, prospective investors in the Company's securitiesshould not place undue reliance on forward-looking statements becausethe Company can provide no assurance that such expectations will proveto be correct. Forward-looking information and statements contained inthis news release are as of the date of this news release and theCompany assumes no obligation to update or revise this forward-lookinginformation and statements except as required by law.

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