TORONTO, Ontario, November 18, 2024 – AFR NuVenture Resources Inc. (“AFR” or the
“Company”) (TSXV: AFR), is pleased to provide further details of its 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 November 6, 2024). On November 13, 2024, the
Company received conditional approval from the TSX Venture Exchange to close the Offering.
The Offering is subject to the receipt of all necessary approvals, including the final acceptance 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’ fees 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 “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 as at November 20, 2024 (respecting potential issuance of securities pursuant to the “existing
securityholder exemption”).The Offering is proposed to be 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 before November
30, 2024.
One or more new Control Person’s may be created as a result of this Offering with will require
shareholder approval. Notice of an Annual General and Special Meeting of shareholders has been
filed on SEDAR and is set for January 16, 2024 at 10:00 am at the Company’s offices in Toronto
and approval of any such new Control Person’s creation, if applicable, will be sought at such
meeting.All of the securities issuable in connection with the Offering, including any securities issued by
way of commissions or finders’ fees if any, 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 30, 2024,
with a final closing no later than December 23, 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,
John F. O’Donnell, Chairman and CEO Errol Farr, Chief Financial Officer
john@odonnell-law.ca Efarr001@me.com
For more information on the Company, investors should review the Company’s filings on
SEDAR+ at www.sedarplus.ca and our website at www.abccriticalresources.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.