AFR NuVenture Resources Inc. Announces Trading Reinstatement and Non-Brokered $125,000 Private Placement

(TheNewswire)

TORONTO, Ontario – TheNewswire- January 26, 2026 – AFR NuVenture ResourcesInc. (“AFR” or the “Company”) (TSXV: AFR), is pleased toannounce that effective at the opening Tuesday,January 27, 2016, trading will be reinstated in the securities of theCompany.

Further to the Company’s press release dated January23, 2026, the Company also announces that, as part of thereinstatement process, it is initially intending to offer for sale, on a non-brokered private placement basis,initially 8,333,334 common shares of the Company (the“Offering”) consisting of shares of the Company at a price of$0.015 per Unit for aggregate gross proceeds of $125,000. Each Unitwill consist of one common share (each, a “Share”) and oneshare purchase warrant (each, a “Warrant”).  EachWarrant will entitle the holder to acquire one additional common share(each, a “WarrantShare”) in the capital of the Company at anexercise price of $0.05 per Warrant Share for a period of five (5)years after the closing of the Offering.  

The Offering is subject to the receipt of all necessaryapprovals, including approval of the Toronto Venture Exchange (the“TSXV”), as well as the satisfaction of other customary closingconditions. The proceeds derived from the sale of the shares will beexpended to pay the costs of a preliminary exploration programs on oneor both of the Company’s 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.

A portion of the Offering may be allocated to investorsrelying on the “existing security holder”, “accreditedinvestor” or other exemptions available to AFR under NationalInstrument 45-106 – Prospectus Exemptions.

If a new Control Person’s is created as a result ofthis Offering, shareholder approval may be required, however, no newcontrol person is expected to be created.

Certain Insiders (as such term is defined under thepolicies of the TSX Venture Exchange (the “Exchange”)) of theCompany may participate in the Offering. Any participation of Insidersin the Offering will constitute a “related party transaction”within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“MI 61-101”). TheCompany intends to rely on exemptions from the formal valuation andminority shareholder approval requirements provided under subsections5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in theOffering by Insiders will not exceed 25% of the fair market value ofthe Company’s market capitalization.

All securities issued in connection with the Offeringwill be subject to a hold period which expires four months and one dayafter the date the securities are issued.

The securities offered have not been registered underthe United States Securities Act of 1933, as amended, and may not beoffered or sold in the United States or to, or for the account orbenefit of, U.S. persons absent registration or an applicableexemption from registration requirements. This release does notconstitute an offer for sale of securities in the UnitedStates.

On behalf of the Board of Directors,

John F. O’Donnell, Chairman and CEO

john@odonnell-law.ca

Telephone: 1 (647) 966-3100

For more information on the Company, investors shouldreview the Company's filings on SEDAR+ at www.sedarplus.ca and ourwebsite at www.afrnuventure.com .

Neither TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the 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 private payment. Suchforward-looking information or statements are based on a number ofrisks, uncertainties and assumptions which may cause actual results orother expectations to differ materially from those anticipated andwhich may prove to be incorrect. Assumptions have been made regarding,among other things, management's expectations regarding itsability to raise financing. Actual results could differ materially dueto a number of factors, including, without limitation, regulatoryissues, and market conditions. Although the Company believes that theexpectations reflected in the forward-looking information orstatements are reasonable, prospective investors in the Company'ssecurities should not place undue reliance on forward-lookingstatements because the Company can provide no assurance that suchexpectations will prove to be correct. Forward-looking information andstatements contained in this news release are as of the date of thisnews release and the Company assumes no obligation to update or revisethis forward-looking information and statements except as required bylaw.

Not for distribution to the United States

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