AFR NuVenture Resources Inc. Re-Announces a Non-Brokered Private Placement for up to $180,368

(TheNewswire)

Not for distribution to the United States

TORONTO, Ontario - TheNewswire - November 8, 2024 – AFR NuVenture Resources Inc. (“AFR” or the “Company”) (TSXV: AFR), is pleased to re-announce that it intends to offer for sale, on a non-brokered private placement basis, securities of the Company (the “Offering”) consisting of shares of the Company at a price of $0.01 per share for aggregate gross proceeds of up to $180,038 (“Maximum Proceeds”)(see press release on September 16, 2024). The Offering is subject to the receipt of all necessary approvals, including the approval of the Toronto Venture Exchange (the “TSXV”), as well as the satisfaction of other customary closing conditions. Assuming the Maximum Proceeds are raised, the Company will issue 18,038,681 Shares.

In connection with the Offering, the Company may pay finder’s fees equal to 6% of the gross proceeds in cash and issue 6% non-transferable warrants (the “Finder Warrants”) to various registered dealers or finder’s, representing up to 6% of the shares sold through such registered dealers or finders in the Offering. Each Finder Warrant will entitle the holder thereof to purchase one (1) AFR Share at a price of $0.05 per share for a period of thirty-six (36) months from the closing date of the offering.

The proceeds derived from the sale of the shares will be for general administrative expenses and working capital. Assuming aggregate gross proceeds are raised, 100% of the proceeds will be used for administrative and general expenses including rent, the Company’s annual audit, regulatory and filing fees, and management and directors’ fess in an amount of up to approximately $100,000 to maintain the Company in good standing through the next fiscal quarter.

A portion of the Offering may be allocated to investors relying on the “accredited investor” or other exemptions available to AFR under National Instrument 45-106 – Prospectus Exemptions.

The private placement is open to all current shareholders and is being backstopped by management and directors and as such they may be subscribing for more than 25% of the offering. All shareholders wishing to participate should contact the Company as noted below.

All of the securities issuable in connection with the Offering will be subject to a hold period expiring four months and one day after the date of issuance of the securities.

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.

It is anticipated that the first closing of the Offering will occur on or about November 21, 2024, with a final closing no later than December 20, 2024. AFR will update shareholders when the Offering has been completed and TSXV final approval has been received.

On behalf of the Board of Directors,

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 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 private payment. 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, operational risks in the completion of the Company's future exploration work, technical, safety or regulatory issues, social and market conditions at a project site or in the area which may cause a reduction or suspension in operations and activities which may ultimately affect and delay the exploration timeline. 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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