Orestone Announces $600,000 Non-Brokered Private Placement and Shares-FOR-Debt Settlement; Crescat Capital Llc Becomes Strategic Shareholder
TSXV: ORS - OTC: ORESF - Frankfurt: O2R2
News Release
TSX-V: ORS
2025-04
April 24, 2025
For further information contact: David Hottman at 604-629-1929 ⧫ [email protected]
407 – 325 Howe Street, Vancouver, BC V6C 1Z7, Canada ⧫ Phone: 604-629-1929 ⧫ Fax: 604-629-1930 ⧫
www.orestone.ca
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
ORESTONE ANNOUNCES $600,000 NON-BROKERED PRIVATE PLACEMENT AND
SHARES-FOR-DEBT SETTLEMENT; CRESCAT CAPITAL LLC BECOMES
STRATEGIC SHAREHOLDER
Orestone Mining Corp. (TSX Venture Exchange Symbol: ORS) (Frankfurt: O2R2) (the “Company”)
is pleased to announce a non-brokered private placement consisting of up to 13,333,333 units (“Units”) at
a price of $0.045 per Unit for aggregate gross proceeds of up to $600,000 (the “Offering”). Each Unit will
consist of one common share of the Company and one common share purchase warrant (a “Warrant”). Each
Warrant will be exercisable for one common share of the Company at a price of $0. 08 for two years from
the date of issuance.
The closing date will be on or about May 9, 2025 or such later date as the Company may determine. Closing
will be subject to receipt of conditional approval by the TSX Venture Exchange (the “Exchange”). Subject
to the approval of the Exchange and applicable laws, the Company may pay a cash fee of 7% of the proceeds
of the Offering to certain arm’s length finders.
The Company is also pleased to welcome a new strategic shareholder, Crescat Capital LLC (“Crescat”),
who will be subscribing for 8,728,328 Units for gross proceeds of $392,774.76. Crescat will be subscribing
through Crescat Portfolio Management LLC on behalf of its five (5) Pooled Investment Funds.
It is anticipated that certain directors, officers and other insiders of the Company will acquire Units under
the Offering. Such participation will be considered to be “related party transactions” within the meaning of
Exchange Policy 5.9 (“Policy 5.9”) and Multilateral Instrument 61 -101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”) adopted in Policy 5.9. The Company intends to rely on the
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 consider ation for, the transaction, insofar as it involves the related parties, is
expected to exceed 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 develop its Francisca property located
in Salta Province, Argentina, and for general administrative expenses and working capital purposes.
Shares-for-Debt Settlement
In addition, the Company intends to settle an aggregate of $180,000 (the “Debt”) owing to certain officers,
directors and service providers of the Company by issuing a total of 4,000,000 common shares to such
persons at a price of $0.045 per share (the “Shares-for-Debt Settlement”). The Debt represents unpaid fees
for services (and related expenses), as well as cash advances, that have been previously provided to the
Company to finance certain short -term working capital expenditures. The Company intends to complete
the Shares-for-Debt Settlement to preserve cash to finance future operations. The disinterested members of
the Company's board of directors believe that the Shares-for-Debt Settlement is in the best interests of the
TSXV: ORS - OTC: ORESF - Frankfurt: O2R2
News Release
TSX-V: ORS
2025-04
April 24, 2025
For further information contact: David Hottman at 604-629-1929 ⧫ [email protected]
407 – 325 Howe Street, Vancouver, BC V6C 1Z7, Canada ⧫ Phone: 604-629-1929 ⧫ Fax: 604-629-1930 ⧫
www.orestone.ca
Company and ha s unanimously approved the Shares-for-Debt Settlement. Completion of the Shares-for-
Debt Settlement is subject to receipt of all necessary Exchange approvals.
As certain directors, officers and other insiders of the Company will be participating in the Shares-for-Debt
Settlement, such participation will be considered to be “related party transactions” within the meaning of
Exchange Policy 5.9 and MI 61 -101 adopted in the Policy 5.9. The Company intends to rely on the
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
Shares-for-Debt Settlement 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 involves the related
parties, is expected to exceed 25% of the Company’s market capitalization (as determined under MI 61 -
101).
The securities referred to in this news release have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable securities laws of
any state of the United States, and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act)
or persons in the United States unless registered under the U.S. Securities Act an d any other applicable
securities laws of the United States or an exemption from such registration requirements is available. This
press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities
within any jurisdiction, including the United States.
About Crescat
Crescat is a global macro asset management firm headquartered in Denver, Colorado, which deploys
tactical investment themes based on proprietary value -driven equity and macro models. Crescat's
investment goals are to provide industry-leading absolute and risk-adjusted returns over complete business
cycles with low correlation to common benchmarks, and they apply their investment process across a mix
of asset classes and strategies. Crescat has been accumulating activist stakes in a portfolio of companies in
the metals exploration and mining industry as a long-term strategic macro theme.
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
TSXV: ORS - OTC: ORESF - Frankfurt: O2R2
News Release
TSX-V: ORS
2025-04
April 24, 2025
For further information contact: David Hottman at 604-629-1929 ⧫ [email protected]
407 – 325 Howe Street, Vancouver, BC V6C 1Z7, Canada ⧫ Phone: 604-629-1929 ⧫ Fax: 604-629-1930 ⧫
www.orestone.ca
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 expected subscriptions and closing of the Offering, net proceeds from the Offering, the intended use of
proceeds and completion of the Shares-for-Debt Settlement. 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: availability of funds
to complete the Offering, conditions in general economic and financial markets; timing and amount of capital expenditures; effects
of regulation by governmental agencies and receipt of necessary Exchange approvals . 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.