Absolutely Critical Resources Corp. Settles Debt Through Share Issuance
Vancouver, Canada — July 27, 2026 — Leads & Copy — Absolutely Critical Resources Corp., formerly AFR NuVenture Resources Inc., has announced the acceptance by the TSX Venture Exchange of its proposal to settle an aggregate of $381,000 in outstanding debt. The debt settlement involves the cancellation of $176,000 of the debt and the settlement of the remaining $205,000 balance through the issuance of 4,100,000 common shares. These shares, referred to as the “Shares for Debt,” are valued at a deemed price of $0.05 per share.
The accrued debt stems from unpaid compensation and expenses for management and directors over a two-year period, as detailed in the company’s audited financial statements filed on SEDAR+. The reduced debt amount was calculated in accordance with TSX Venture Exchange Policy 4.3 (Shares for Debt), with the remaining portion of the debt being cancelled and forgiven.
Approximately 40% of the reduced debt was assigned to arm’s length parties at a 50% discount. Consequently, the shares issued for this assigned portion of the debt are subject to a trading restriction by the Exchange. These shares will be released in five equal tranches of 20%, with the first 20% issued immediately and subsequent tranches issued every three months thereafter. All shares issued in exchange for the debt are also subject to a statutory four-month hold period starting from today’s date.
Following the completion of this debt settlement, Absolutely Critical Resources Corp. now has 37,810,111 issued and outstanding common shares. The Board of Directors has determined that these Shares for Debt transactions are in the best interests of the Company, aiming to alleviate a significant burden that could impede its business plans.
The Company also indicated that a progress report on its 2026 exploration programs will be released shortly.
Regarding MI 61-101 Disclosure, the participation of certain insiders, classified as “related parties” of AFR, means the Shares for Debt Transaction is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
However, AFR intends to proceed with the transaction under exemptions from the formal valuation and minority approval requirements of MI 61-101. The transaction is exempt from the formal valuation requirement due to AFR not being listed on a specified market. It is also exempt from the minority approval requirement because the fair market value of the transaction involving interested parties does not exceed 25% of the Company’s market capitalization.
Source: Absolutely Critical Resources Corp.
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