(TheNewswire)

TORONTO, Ontario, February 13, 2025 – TheNewswire - AFR NuVenture Resources Inc. (“AFR” or the “Company”) (TSXV: AFR), is pleased to announce that it intends to offer for sale, on a non-brokered private placement basis, up to 5,000,000 common shares of the Company (the “Offering”) consisting of shares of the Company at a price of $0.035 per share for aggregate gross proceeds of up to $175,000. The Offering is subject to the receipt of all necessary approvals, including approval of the Toronto Venture Exchange (the “TSXV”), as well as the satisfaction of other customary closing conditions.

The proceeds derived from the sale of the shares will be to pay the cost of the initial cash payment of $40,000 required upon signing the definitive agreement relating to the recently signed letter of intent  for the Massey Nickel Project (see press release dated February 7, 2025) and for general administrative expenses and working capital, including rent, the Company’s annual audit, regulatory and filing fees, and preparatory work on the Company’s exploration projects.

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

The private placement is open to all current shareholders with the Company setting the record date of February 17, 2025, respecting potential issuance of securities pursuant to the “existing securityholder exemption”. Officers and directors may be subscribing for more than 25% of the Offering. All shareholders wishing to participate should contact the Company as noted below before February 20, 2025. If a new Control Person’s is created as a result of this Offering, shareholder approval may be required.

All securities issued in connection with the Offering will be subject to a hold period which expires four months and one day after the date the securities are issued.

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 closing of the Offering will occur on or about February 27, 2025.

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 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 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, 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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