June 10, 2016 Kenneth B. de Graaf, then President, CEO, and a director of the Company reported on behalf of the Board of Directors of the Company that it had been informed that its subsidiary in the Democratic Republic of Congo, Kundelungu Minerals, sprl (“KM”), would be given notice of an Event of Default by Traxys Europe S.A. (“Traxys”) with respect to the Loan Agreement between Traxys and KM, which demanded full repayment of the substantial principal and accrued interest owing. The Company announced that KM and the Company did not have sufficient cash resources to meet such a demand for payment.
June 15, 2016 Michael Velletta resigned his position as a director of the Company.
June 23, 2016 Simeon Tshisangama, a director of the Company announced that the Company had received the resignations of Kenneth B. de Graaf, Gerald Harper and Gavin Cooper as directors and officers of the Company and its subsidiaries leaving Simeon Tshisangama as the sole remaining director of the Company.
July 18, 2016 The Company announced that the TSX Venture Exchange had halted the Company’s shares from trading because the Company had less than three directors. Pursuant to the B.C. Business Corporations Act, Mr. Tshisangama appointed John F. O’Donnell and David V. Mason to act as directors to fill the vacancies. Messrs. O’Donnell and Mason agreed to become directors on the understanding that the Company be adequately financed to carry on with its business model which was to continue with the development of its copper/cobalt mining project in the Democratic Republic of Congo. Since a financing could not be completed without the Company having the minimum number of directors to authorize the actions, Messrs. O’Donnell and Mason agreed to become directors to enable the Company to accomplish these objectives on the basis that, if a satisfactory interim financing was not completed within 90 days, they might resign as directors. Simeon Tshisangama was appointed Chief Executive Officer, and Daniel J. Gregory was appointed Chief Financial Officer of the Company.
Messrs. O’Donnell and Mason were subsequently surprised to learn the extent of the Company’s total insolvency, making it impossible to proceed with the planned rights offering. Instead of resigning, Messrs. O’Donnell and Mason agreed to stay on temporarily as directors to attempt to resolve the financial crisis of the Company. The initial hurdle was to keep the Company compliant with its financial reporting requirements, but since the Company had no funds to pay the auditors, this could not be completed. A Cease Trade Order (the “CTO”) was issued by the British Columbia Securities Commission on December 1, 2016 against the Company for failing to file its audited financial statements and related documents within the required time periods. The Company’s new CFO compiled the liabilities of the Company as best as he could, from the information he had been able to obtain from prior management. The Company’s major secured creditor had demanded payment of its outstanding debt, said to be the sum of USD 3,096,043 plus accrued and unpaid interest of USD 1,589,343 as at December 1, 2016. Additionally, it appeared that the Company had liability claims of approximately CDN 800,000 on a corporate level and USD 271,720 owing to contractors and labourers in the DRC. A former director had commenced a legal action against the Company for fees allegedly accruing to him prior to his resignation and while the Company was insolvent. The Company filed a defence to the action. The Company was in ongoing discussions with its major secured creditor for the purpose of attempting to resolve the Company’s financial difficulties. No resolution was viable without an agreement with the major creditor.
September 30, 2016 The Company’s application for a management cease trade order against the officers (MCTO) was approved and the MCTO was issued.
March 10, 2017 The Company’s listing Tier classification was changed from Tier 2 to NEX because the Company had not maintained the requirements for a TSX Venture Tier 2 company.
October 5, 2018 The Company held a special meeting of shareholders (the “Meeting”) to approve by special resolution, the sale of all or substantially all of the Company’s assets and guarantee of Luisha Mining Enterprise SARL’s obligations under the related sale agreement (the “Special Resolution”), as more particularly described and set forth in the Management Information Circular (the “Circular”) which was sent to the shareholders. A special majority (66 2/3%) of the votes cast at the Meeting as well as approval of a simple majority of the votes cast at the Meeting of the disinterested Shareholders, which Shareholders were all Shareholders other than TSM Entreprise S.A.R.L. (“TSM”) and Simeon Tshisangama (“Tshisangama”). The results of the vote were 99.999% in favour of the Special Resolution and 0.001% against.
January 3, 2019 The Company announced that it had completed the sale of all or substantially all of its assets and was in the process of settling all of its current secured and unsecured debts and liabilities which were in existence at the time the current management and the majority of the Board of Directors consisting of John O’Donnell and David Mason took office.
April 26, 2019 The Company announced that it had entered into an agreement to acquire a majority interest in the Silver Bell – St. Lawrence gold project (the “SBSL project”). The SBSL project comprises a 390-acre claim package located about 4 miles southwest of Virginia City in Madison County, Montana, and about 50 miles southeast of Butte, Montana.
March 2, 2020 The Company announced that it had received an encouraging report from Dr. John Childs, PhD of Childs Geoscience Inc. of Bozeman, Montana, project geologist on drilling completed by the Company in late 2019 at the SBSL project.
September 29, 2020 The Company announced that it had completed and filed on SEDAR its audited consolidated financial statements and related MD&A for the fiscal year ended May 31, 2020. The Company was now completely up to date with its continuous disclosure obligations and applied to the B.C. Securities Commission to lift the Cease Trading Orders.
December 17, 2020 The B.C. Securities Commission fully revoked the Management Cease Trade Order and the Failure-to-File Cease Trade Order issued against the Company.
January 4, 2021 Trading in the Company’s common shares resumed.
February 5, 2021 John F. O’Donnell was appointed as Chairman of the Board of Directors.
February 11, 2021 The Board of Directors of the Company confirmed the appointment of Simeon Tshisangama as President of the Company effective July 18, 2016.
March 17, 2021 The shareholders of the Company overwhelmingly approved all items presented at its annual and special meeting of shareholders held on March 17, 2021 at which the following resolutions were passed by no less than 99.8% of the votes cast in favour of management’s proposals:
- Davidson & Company LLP, Chartered Professional Accountants were re-appointed as the auditor until the next annual general meeting and the directors were authorized to fix the remuneration of the auditor;
- The number of directors of the Company was fixed at three;
- the three persons nominated were elected as directors of the company, namely, David V. Mason, John F. O’Donnell, and Simeon Tshisangama; and
- the resolution to approve the amended stock option plan of the Company was carried.
May 4, 2021 The Board of Directors of the Company increased the number of directors from three to four to enable it to appoint a geologist to the Board. The Directors appointed Allyne Douglas (Doug) Hunter, a Professional Geoscientist, to fill the vacancy created by that increase. The Company also appointed Errol Farr as Chief Financial Officer and Corporate Secretary.
May 17, 2021 The Company closed in escrow, subject to receipt of final approval from the TSX Venture Exchange, a non-brokered private placement of 4,000,000 common shares at a price of $0.075 per common share (the “Private Placement”). The TSXV had conditionally approved the completion of the Private Placement on May 3, 2021. The Private Placement resulted in the Company raising an aggregate of $300,000. No finder’s fee or commissions were paid in connection with the Private Placement. Officers and directors of the Company participated in the Private Placement in keeping with their intention to align their interests with those of the shareholders. In addition, IBK Capital Corp., an independent Canadian investment banking firm, along with a small number of its principals and clients, also participated in the Private Placement, thereby aligning its interests with those of the Company and shareholders.
August 30, 2021 The TSX Venture Exchange having confirmed that the Company had met the requirements to be listed as a TSXV Tier 2 company, the Company’s listing was transferred from NEX to TSX Venture, the Company’s Tier classification changed from NEX to Tier 2, and the Filing and Service Office changed from NEX to Vancouver. The trading symbol for the Company changed from AFR.H to AFR. The TSXV also accepted for filing the agreement related to the SBSL project.
John Childs, PhD, has been the qualified person responsible for approving technical information pertaining to the SBSL project. A full copy of Dr. Childs’ NI 43-101 technical report was filed on SEDAR.
September 1, 2021 Incentive stock options were granted to the Company’s directors and officers to acquire an aggregate of 1,800,000 common shares in the capital of the Company at an exercise price of $0.09 (the “Options”) in accordance with the Company’s 10% rolling incentive stock option plan. The exercise price was based on the closing market price on August 31, 2021 of $0.09 in accordance with TSX Venture Exchange policies without a discount. John F. O’Donnell, Chairman of the Board of the Company, was appointed President and Chief Executive Officer of the Company for a term of one year to replace Simeon Tshisangama who resigned to devote more time to his substantial other interests. Mr. Tshisangama will be remaining in an active leadership role as a director and committee member of the Company.
November 23, 2021 The Company began trading under its new name “AFR NuVenture Resources Inc.” with ISIN number CA00111F1027 and CUSIP number 00111F102. There was no change in the trading symbol “AFR”. Common share certificates bearing the old Company name, “African Metals Corporation”, continue to be valid in settlement of trades in common shares and will only be replaced with certificates bearing the new name against transfer. Shareholders are not required to exchange their existing common share certificates for new certificates bearing the new company name.
February 22, 2022 Entered into an option and joint venture agreement with private exploration company Edge Exploration Inc. Pursuant to which AFR may earn up to a 100% interest in mineral properties in New Brunswick, Canada.