Orestone Announces One Million One Hundred Thousand Dollar Private Placement
TSX-V: ORS
News Release
TSX-V: ORS
2021-02
February 17, 2021
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 ONE MILLION ONE HUNDRED THOUSAND
DOLLAR PRIVATE PLACEMENT
Orestone Mining Corp. (TSX Venture Exchange Symbol: ORS) (Frankfurt: WKN: O2R1) is pleased to announce
a non-brokered private placement consisting of up to 5,000,000 common shares (“Flow-Through Shares”) at a price of
$0.13 per Flow-Through Share and up to 5,000,000 units (“Units”) at a price of $0.09 per Unit for aggregate gross
proceeds of up to $1,100,000 (the “ Offering”). Each Unit will consist of one common share of the Company and one
common share purchase warrant. Each Warrant will be exercisable for one common share of the Company at a price of
$0.15 for one year from the date of issuance. Each Flow -Through Share of the Company to be issued on a “flow -
through” basis pursuant to the Income Tax Act (Canada).
The closing date will be on or about March 10, 2021 or such later date as the Corporation 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 will use the proceeds of the Offering to incur qualifying Canadian exploration expense s in connection
with exploration drilling on the Company’s Captain Gold Coppe r Porphyry Project located in British Columbia ,
Canada. The Company will renounce such applicable exploration expenses to subscribers under the Offering.
It is anticipated that certain directors, officers and other insiders of the Company will acquire Units an d or Flow-
Through Shares under the Offering. Such participation will be considered to be “related party transactions” within the
meaning of TSX Ventur e Exchange Policy 5.9 and Multilateral Instrument 61 -101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”) adopted in the Policy. The Company intends to rely on the exemptions
from the formal valuation and minority shareholder a pproval 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 mark et 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 and any other applicable securities laws of the United Stat es 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.
-----------------------------------------------------------------------------------------------------------------------------------------------
Orestone Mining Corp. is a Canadian based company that owns a 100% percent interest in the 37 square kilometre
Captain gold- copper porphyry project in north central British Columbia . The project hosts a gold -copper porphyry
system which encompasses a cluster of large targets (see website for maps ) located 41 kilometres north of Fort St.
James, B.C. and 30 kilometres south of the Mt. Milligan copper-gold mine. The Captain Project features relatively flat
TSX-V: ORS
News Release
TSX-V: ORS
2021-02
February 17, 2021
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
terrain, moderate tree cover and an extensive network of logging and Forest Service roads suitable for exploration year
around.
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 a nd 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. Such forward looking
statements or information are based on a number of assumptions which may prove to be incorrect. Assumptions have been made re garding,
among other things: conditions in gener al 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 miner al properties; the
interpretation of drilling results and other geological data; and general market and industry conditions. Forwar d 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 st atements included in this news release if these beliefs, estimates and opinions or other
circumstances should change, except as otherwise required by applicable law.