Vancouver, British Columbia--(Newsfile Corp. - June 16, 2025) - Orestone Mining Corp. (TSXV: ORS) (FSE: O2R2) ("Orestone" or the "Company") is pleased to announce the completion of its non-brokered private placement and shares-for-debt settlement originally announced April 24, 2025 and updated May 23, 2025.
The Company issued 13,333,333 units ("Units") at a price of $0.045 per Unit for gross proceeds of $599,999.98. Each Unit consisted of one common share of the Company ("Common Share") and one common share purchase warrant ("Warrant"). Each Warrant is exercisable for one Common Share at a price of $0.08 until June 13, 2027 (the "Offering").
The Common Shares and Warrants issued under the Offering and the Common Shares issuable upon exercise of the Warrants are subject to a hold period that expires on October 14, 2025. Finders' fees amounting to $7,087.50 were paid in connection with the Offering. The Offering is subject to final approval of the TSX Venture Exchange (the "Exchange").
The Company is also pleased to welcome a new strategic shareholder, Crescat Capital LLC ("Crescat"), who has subscribed for 8,728,328 Units for gross proceeds of $392,774.76. Crescat has subscribed through Crescat Portfolio Management LLC on behalf of its five (5) Pooled Investment Funds.
A director and officer of the Company purchased or acquired direction and control over a total of 400,000 Units under the Offering. The placement to such person constitutes a "related party transaction" within the meaning of Exchange Policy 5.9 (the "Policy") and Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101") adopted in the Policy. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related party, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).
The Company intends to use the net proceeds from the Offering to (i) develop its Francisca property located in Salta Province, Argentina (representing approximately 40% of the net proceeds), (ii) to pay the debts owing and outstanding to certain non-arm's length parties (representing approximately 17% of the net proceeds), and (iii) for general administrative expenses and working capital purposes (representing approximately 43% of the net proceeds). No proceeds of the Offering are proposed to be used for persons conducting investor relations activities.
Shares-for-Debt Settlement
In addition, the Company has issued 3,999,998 common shares to settle an aggregate of $180,000 (the "Debt") owing to certain officers, directors and service providers of the Company at a price of $0.045 per share (the "Shares-for-Debt Settlement"). The common shares are subject to a hold period that expires on October 14, 2025.
Certain directors and officers of the Company were issued or acquired direction and control over a total of 3,999,998 common shares under the Shares-for-Debt Settlement. The issuance of shares to those persons constitutes a "related party transaction" within the meaning of the Policy and MI 61-101 adopted in the Policy. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). Further details will be included in the Company's material change report to be filed. The material change report will not be filed more than 21 days prior to closing of the Shares-for-Debt Settlement due to the timing of Exchange acceptance and closing occurring in less than 21 days.
About Orestone
Orestone Mining Corp. is a Canadian based company with an internationally experienced management team. The Board of Directors and management team have experience in all aspects of the mining business having been involved in numerous corporate and project level successes. Orestone's property portfolio includes exposure to gold, silver and copper on projects located in Canada and Argentina. Our near term objective on the Francisca property, located in Salta, Argentina is to define an oxide gold deposit mineable by open pit and amenable to low cost heap leach gold recovery methods. The Company's 100 percent owned Captain gold-copper project, located in BC hosts a large gold dominate porphyry system that is permitted and drill ready. The Las Burras property in Argentina provides large scale copper exposure. All three projects are road accessible and suitable for exploration year-round. For more information please visit: www.orestone.ca
ON BEHALF OF ORESTONE MINING CORP.
David Hottman
CEO
Neither the 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 News Release. This news release has been prepared by management and no regulatory authority has approved or disapproved the information contained herein.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of Canadian securities legislation. Such forward looking statements concern the intended use of proceeds. Such forward looking statements or information are based on a number of assumptions which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets; timing and amount of capital expenditures; and effects of regulation by governmental agencies. The actual results could differ materially from those anticipated in these forward-looking statements as a result of risk factors including: the availability of funds; the timing and content of work programs; results of exploration activities of mineral properties; the interpretation of drilling results and other geological data; and general market and industry conditions. Forward looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
For further information contact: David Hottman at 604-629-1929, This email address is being protected from spambots. You need JavaScript enabled to view it.
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