AFR NuVenture Resources Inc. Announces completion of its Non-Brokered Private Placement
TORONTO - AFR NuVenture Resources Inc. ("AFR" or the "Company") (TSXV: AFR), wishes to announce the closing of its non-brokered private placement announced on February 9, 2026. 7,500,000 Units of the Company (the "Offering") have been sold at a price of $0.02 per Unit for total gross proceeds of $150,000. Each Unit consists of one common share (each, a "Share") and one share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to acquire one additional common share (each, a "Warrant Share") in the capital of the Company at an exercise price of $0.05 per Warrant Share for a period of five (5) years. No commissions or finders' fees are payable in connection with the Offering. The TSX Venture Exchange (the "TSXV") has advised that it does not object to closing the private placement. The proceeds derived from the sale of the shares will be expended to pay the costs of a preliminary exploration programs on one or 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 and Working Capital - $55,000.
The Offering was made to investors relying on the "existing security holder" and "accredited investor" exemptions available to AFR under National Instrument 45-106 - Prospectus Exemptions.
No new Control Persons or Insiders have been created as a result of this Offering.
Officers and Directors of the Company purchased 2,525,000 Units ($50,500) of the Offering. Such participation of Insiders in the Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by Insiders does not exceed 25% of the fair market value of the Company's market capitalization.
All securities issued in connection with the Offering are subject to a hold period which expires four months and one day after today's date.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.
John O'Donnell, the Chairman and CEO of the Company stated that he is extremely pleased that the Company is now able to move forward with its exploration plans on its two exciting projects in Cape Breton, Nova Scotia, and the legendary Timmins Mining Camp in Ontario.
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 should review the Company's filings on SEDAR+ at www.sedarplus.ca and our website at www.afrnuventure.com .
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding an outlook. Such statements include, among others, the Company's proposed exploration plans. Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, management's expectations regarding its ability to raise financing. Actual results could differ materially due to a number of factors, including, without limitation, regulatory issues, and market conditions. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company's securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.
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