AFR NuVenture Resources Adjusts Terms of Private Placement
TORONTO, Ontario — February 9, 2026 — Leads & Copy —
AFR NuVenture Resources Inc. (“AFR” or the “Company”) (TSXV: AFR) announced a change in the terms of its non-brokered private placement, initially announced on January 26, 2026. The company is increasing both the price and the amount of the offering.
The company will now offer 7,500,000 units (the “Offering”) at a price of $0.02 per unit, resulting in total gross proceeds of $150,000. Each unit will comprise one common share (a “Share”) and one share purchase warrant (a “Warrant”). Each warrant will allow the holder to acquire one additional common share (a “Warrant Share”) in the company at an exercise price of $0.05 per warrant share. This option will be available for five years after the offering closes.
The offering is contingent upon receiving all necessary approvals, including approval from the TSX Venture Exchange (the “TSXV”), and meeting other standard closing conditions. The funds generated from the sale of shares will be used to cover the costs of preliminary exploration programs on one or both of the company’s projects:
- 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
A portion of the offering may be allocated to investors who qualify under the “existing security holder”, “accredited investor”, or other exemptions that are available to AFR under National Instrument 45-106 – Prospectus Exemptions.
Shareholder approval may be necessary if the offering results in the creation of a new control person. However, the company does not anticipate that a new control person will be created.
Certain insiders of the company may participate in the offering. Any participation by insiders will be considered a “related party transaction” according to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The company intends to utilize exemptions from the formal valuation and minority shareholder approval requirements outlined in subsections 5.5(a) and 5.7(a) of MI 61-101. These exemptions are applicable because insider participation in the offering will not exceed 25% of the company’s market capitalization.
All securities issued in connection with the offering will be subject to a hold period, expiring four months and one day after the securities are issued.
The securities being offered have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States to U.S. persons unless they are registered or exempt from registration requirements. This release does not constitute an offer for sale of securities in the United States.
John F. O’Donnell, Chairman and CEO, confirmed the information on behalf of the Board of Directors.
For more detailed information, investors are encouraged to review the company’s filings on SEDAR+ at www.sedarplus.ca and visit the company website.
Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Source: AFR NuVenture Resources Inc.
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