(via TheNewswire)

TORONTO, Ontario – TheNewswire – January 23, 2026 – AFR NuVenture Resources Inc. (“AFR” or the “Company”) (TSXV: AFR), is pleased to announce that following the revocation of the October 6, 2025 failure-to-file cease trade order (the FFCTO) of  the British Columbia Securities Commission, the TSX Venture Exchange (the “TSXV”) has accepted the Company’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 for the fiscal year ended May 31, 2025, and its interim financial statements and MD&A for the first quarter (Q1) ended August 31, 2025. These documents can be referred to on SEDAR+ and the Company’s website as noted below.

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, Nova Scotia and its Massey Nickel/Copper Project in the Timmins Mining Camp, 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 December 31, 2025. The Company is hopeful that it will be awarded the same grant in 2026 and if the grant is awarded or funding 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 ground truth 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% 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 NI 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.

Working Capital: 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 August 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 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 (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 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% of the Principal Amount (the “Commitment Fee”) and any accrued and unpaid interest on such Principal Amount and Commitment Fee (together, the “Indebtedness”), will be due and payable in full on that date which is the earliest to occur of twelve (12) calendar months from the date of initial advance of funds under the promissory note and the date that is five (5) 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 ten (10%) percent 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 TSXV and remains subject to TSXV'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 (“MI 61-101”). 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 TSXV) 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 (the Promissory Note) of, nor the fair market value of the consideration for the transaction, insofar as it involves interested parties, exceeds 25% 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 NI 43-101 and has provided and has approved the technical information contained in this press release.

For more information on the Company and its projects, investors should review the Company's filings on SEDAR+ at www.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 Regulation Services Provider (as that term is defined in 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 on its two projects; its plans to rectify deficiencies, and its intention to reapply for the Nova Scotia grant and apply for the Ontario grant, and its plans for financing. 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 and complete its proposed work programs. Actual results could differ materially due to a number of factors, including, without limitation, regulatory issues, financing opportunities, 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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