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Vancouver, British Columbia--(Newsfile Corp. - February 14, 2020) - Orestone Mining Corp. (TSXV: ORS) (the "Company") is pleased to announce a non-brokered private placement consisting of up to 5,000,000 units ("Units") at a price of $0.10 per Unit for aggregate gross proceeds of up to $500,000 (the "Offering"). Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant. Each whole 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.
Subject to the approval of the TSX Venture Exchange (the "Exchange") and applicable laws, the Company may pay a cash fee of 6% of the proceeds of the Offering to certain arm's length finders.
The Offering is scheduled to close in March 2020 and is subject to regulatory approval. Resale of the securities distributed in connection with the Offering will be subject to a hold period of four months and one day following the closing date of the Offering.
The net proceeds of the Private Placement will be used to advance exploration on the Company's Resguardo project in Chile and the Captain Project in British Columbia and for general working capital.
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 TSX Venture 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 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 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 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.