Ridgestone Mining — Regulatory Filings 2021

Feb 5, 2021

Form 45-106F1 Report of Exempt Distribution

ITEM 1 – REPORT T YPE

X New report

Amended report If amended, provide filing date of report that is being amended. (YYYY-MM-DD)

ITEM 2 – PARTY C ERTIFYING THE REPORT

Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.

Investment fund issuer

X Issuer (other than an investment fund)

Underwriter

ITEM 3 – I SSUER N AME AND O THER IDENTIFIERS

Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.

Full legal name Ridgestone Mining Inc.

Previous full legal name

If the issuer’s name changed in the last 12 months, provide most recent previous legal name.

Website (if applicable)

If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”.

Legal entity identifier

If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.

Full legal name(s) of co-issuer(s) (if applicable)

ITEM 4 – UNDERWRITER INFORMATION

If an underwriter is completing the report, provide the underwriter’s full legal name and firm NRD number. Full legal name Firm NRD number (if applicable) If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter. Street address Municipality Province/State Country Postal code/Zip code Telephone number Website (if applicable)

1

ITEM 5 – I SSUER INFORMATION

If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.

a) Primary industry

Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity.

NAICS industry code 2 1 2 2 2 0

If the issuer is in the mining industry , indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations.

X Exploration Development Production Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply. Mortgages Real estate Commercial/business debt Consumer debt Private companies Cryptoassets b) Number of employees Number of employees: X 0 – 49 50 – 99 100 – 499 500 or more c) SEDAR profile number Does the issuer have a SEDAR profile? No X Yes If yes, provide SEDAR profile number 0 0 0 4 3 9 6 6

If the issuer does not have a SEDAR profile complete Item 5(d) – (h).

d) Head office address Street address Province/State Municipality Postal code/Zip code Country Telephone number e) Date of formation and financial year-end Date of formation Financial year-end YYYY MM DD MM DD f) Reporting issuer status Is the issuer a reporting issuer in any jurisdiction of Canada? No Yes If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer. All AB BC MB NB NL NT NS NU ON PE QC SK YT g) Public listing status If the issuer has a CUSIP number, provide below (first 6 digits only). CUSIP number If the issuer is publicly listed, provide the name of the exchange on which the issuer’s equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system. Exchange name h) Size of issuer’s assets Select the size of the issuer’s assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer’s assets at the distribution end date. $0 to under $5M $5M to under $25M $25M to under $100M $100M to under $500M $500M to under $1B $1B or over

2

ITEM 6 – INVESTMENT FUND I SSUER INFORMATION

If the issuer is an investment fund, provide the following information.

a) Investment fund manager information Full legal name Firm NRD Number (if applicable) If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager. Street Address Municipality Province/State Country Postal code/Zip code Telephone number Website (if applicable) b) Type of investment fund Type of investment fund that most accurately identifies the issuer (select only one). Money market Equity Fixed income Balanced Alternative strategies Cryptoasset Other (describe) Indicate whether one or both of the following apply to the investment fund. Invests primarily in other investment fund issuers Is a UCITs Fund[1] 1Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.

If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.

c) Date of formation and financialyear-end of the investment fund	c) Date of formation and financialyear-end of the investment fund	c) Date of formation and financialyear-end of the investment fund	c) Date of formation and financialyear-end of the investment fund	c) Date of formation and financialyear-end of the investment fund	c) Date of formation and financialyear-end of the investment fund
Date of formation					Financial year-end
YYYY MM DD										MM	DD
d) Reportingissuer status of the investment fund
Is the investment fund a reporting issuer in any jurisdiction of Canada?					No		Yes
If yes, select the jurisdictions of Canada in which the investment	fund is a reporting issuer.
All AB BC MB					NB		NL			NT
NS NU ON PE					QC		SK			YT
e) Public listingstatus of the investment fund
If the investment fund has a CUSIP number, provide below (first	6 digits		only).
CUSIP number
If the investment fund is publicly listed, provide the name of the	exchange			on	which the	investment fund’s		securities			primarily trade.		Provide only
the name of an exchange and not a trading facility such as, for example, an automated						trading system.
Exchange name
f) Net asset value(NAV)of the investment fund
Select the NAV range of the investment fund as of the date of the most		recent NAV calculation (Canadian						$).
$0 to under $5M $5M to under $25M				$25M to under $100M
$100M to under $500M $500M to under $1B				$1B or over			Date of NAV calculation:
												YYYY	MM	DD

3

ITEM 7 – INFORMATION ABOUT THE D ISTRIBUTION

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. a) Currency Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. X Canadian dollar US dollar Euro Other (describe) b) Distribution date(s) State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report. Start date 2021 01 26 End date 2021 02 01 YYYY MM DD YYYY MM DD c) Detailed purchaser information Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report. d) Types of securities distributed Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.

ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION	ITEM7 – INFORMATIONABOUT THEDISTRIBUTION
If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report.
a) Currency
Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. X Canadian dollar US dollar Euro Other (describe)
b) Distribution date(s)
State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.
Start date										2021		01		26	End date					2021		02		01
YYYY MM DD YYYY MM DD
c) Detailedpurchaser information
Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.
d) Types of securities distributed
Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.
																					Canadian $
		Security code				CUSIP number (if applicable)					Description of security							Number of securities			Single or lowest price			Highest price		Total amount
											Units. Each unit is comprised of one
		U	B	S							common share and one half of one							13,900,000			$0.05					$695,000
											commonshare purchasewarrant.
											Units. Each unit is comprised of one
		U	B	S							common share and one half of one							6,000,000			$0.07					$420,000
											commonshare purchasewarrant.
e) Details of rights and convertible/exchangeable securities
If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security. Convertible / exchangeable security code Underlying security code Exercise price (Canadian$) Expiry date (YYYY-MM-DD) Conversion ratio Describe other terms (if applicable) Lowest Highest W N T C M S 0.075 2022-01-26 One whole common share purchase warrant is exercisable for one common share at $0.075 per share until January 26, 2022, subject to an early accelerationprovision. W N T C M S $0.10 2022-02-01 One whole common share purchase warrant is exercisable for one common share at $0.10 per share until February 1, 2022, subject to an early accelerationprovision.
		Convertible / exchangeable security code					Underlying security code				Exercise price (Canadian$)					Expiry date (YYYY-MM-DD)	Conversion ratio				Describe other terms (if applicable)
											Lowest		Highest
		W	N		T		C	M	S		0.075					2022-01-26					One whole common share purchase warrant is exercisable for one common share at $0.075 per share until January 26, 2022, subject to an early accelerationprovision.
		W	N		T		C	M	S		$0.10					2022-02-01					One whole common share purchase warrant is exercisable for one common share at $0.10 per share until February 1, 2022, subject to an early accelerationprovision.
f) Summaryof the distribution by jurisdiction and exemption
State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction. Forjurisdictions within Canada, state theprovince or territory, otherwise state the country.
		Province or country						Exemption relied on											Number of unique purchasers2a				Total amount (Canadian $)
		British Columbia						Section 2.3 of NI 45-106[Accredited Investor]											16				$382,000.02
		British Columbia						Section 2.5 of NI 45-106 [Family, Friends and Business Associates]											4				$25,000.00
		Alberta						Section 2.3 of NI 45-106[Accredited Investor]											2				$58,000.02

4

		Ontario	Ontario	Section 2.3 of NI 45-106[Accredited Investor]	Section 2.3 of NI 45-106[Accredited Investor]	Section 2.3 of NI 45-106[Accredited Investor]	6	$70,950.00
		Germany		Section 2.3 of NI 45-106[Accredited Investor]			4	$18,900.00
		Germany		Distributions to purchasers outside of local jurisdiction[BC,AB,NB]			1	$4,690.00
		United Kingdom		Section 2.3 of NI 45-106[Accredited Investor]			1	$116,410.00
		Hong Kong		Distributions to purchasers outside of local jurisdiction[BC,AB,NB]			1	$105,000.00
		Taiwan		Section 2.3 of NI 45-106[Accredited Investor]			2	$209,049.96
		Taiwan		Section 2.5 of NI 45-106 [Family, Friends and Business Associates]			7	$90,000.00
		Taiwan		Distributions to purchasers outside of local jurisdiction [BC, AB, NB]			1	$5,000.00
		China		Section 2.5 of NI 45-106 [Family, Friends and Business Associates]			2	$10,000.00
		Poland		Section 2.3 of NI 45-106[Accredited Investor]			1	$3,000.00
		Monaco		Section 2.3 of NI 45-106[Accredited Investor]			1	$17,000.00
		Total dollar amount of securities distributed						$1,115,000.00
		Total number of unique purchasers2b					49
2aIn calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. 2bIn calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.
g) Netproceeds to the investment fund by jurisdiction
If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country. Province or country Net proceeds (Canadian $) Total net proceeds to the investment fund
			Province or country			Net proceeds (Canadian $)
			Total net proceeds to the investment fund
3“Net proceeds” means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.
h) Offeringmaterials –This section applies onlyinSaskatchewan,Ontario,Québec,New Brunswick and Nova Scotia.
If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions. In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.
			Description		Date of document or other material (YYYY-MM-DD)		Previously filed with or delivered to regulator? (Y/N)	Date previously filed or delivered (YYYY-MM-DD)
1.
2.
3.

5

ITEM 8 – COMPENSATION INFORMATION

==> picture [506 x 666] intentionally omitted <==

----- Start of picture text -----

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in
connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
No X Yes If yes, indicate number of persons compensated.
i) Name of person compensated and registration status
Indicate whether the person compensated is a registrant.
No X Yes
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
Family name First given name Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual Haywood Securities Inc.
Firm NRD number 1 6 3 0 (if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
X No Yes
j) Business contact information
If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.
Street address
Municipality Province/State
Country Postal code/Zip code
Email address Telephone number
k) Relationship to issuer or investment fund manager
Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part
B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section.
Connected with the issuer or investment fund manager
Insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager
Employee of the issuer or investment fund manager
X None of the above
l) Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all
amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report
payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for
details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the
issuer.
Cash commissions paid $900.00
Value of all securities Security code 1 Security code 2 Security code 3
distributed as $0.00 Security codes
W N T
compensation [4]
12,857 finder's warrants entitling the holder to purchase one common share
Describe terms of warrants, options or other rights at $0.10 per warrant until Feb. 1, 2022, subject to an early acceleration
provision.
Other compensation [5] Describe
Total compensation paid $900.00
Check box if the person will or may receive any deferred compensation (describe the terms below)
4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security
codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.
5Do not include deferred compensation.
----- End of picture text -----

6

ITEM 8 – COMPENSATION INFORMATION

==> picture [506 x 679] intentionally omitted <==

----- Start of picture text -----

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in
connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
No X Yes If yes, indicate number of persons compensated.
m) Name of person compensated and registration status
Indicate whether the person compensated is a registrant.
No X Yes
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
Family name First given name Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual PI Financial Corp.
Firm NRD number 5 2 9 0 (if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
X No Yes
n) Business contact information
If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.
Street address
Municipality Province/State
Country Postal code/Zip code
Email address Telephone number
o) Relationship to issuer or investment fund manager
Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part
B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section.
Connected with the issuer or investment fund manager
Insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager
Employee of the issuer or investment fund manager
X None of the above
p) Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all
amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report
payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for
details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the
issuer.
Cash commissions paid $3,567.00
Value of all securities Security code 1 Security code 2 Security code 3
distributed as $0.00 Security codes
W N T
compensation [4]
50,957 finder's warrants entitling the holder to purchase one common share
Describe terms of warrants, options or other rights at $0.10 per warrant until Feb. 1, 2022, subject to an early acceleration
provision.
Other compensation [5] Describe
Total compensation paid $3,567.00
Check box if the person will or may receive any deferred compensation (describe the terms below)
4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the
issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of
the issuer.
5Do not include deferred compensation.
----- End of picture text -----

7

ITEM 8 – COMPENSATION INFORMATION

==> picture [506 x 679] intentionally omitted <==

----- Start of picture text -----

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in
connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
No X Yes If yes, indicate number of persons compensated.
q) Name of person compensated and registration status
Indicate whether the person compensated is a registrant.
X No Yes
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
Family name First given name Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual CM-Equity AG
Firm NRD number (if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
X No Yes
r) Business contact information
If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.
Street address Kaufingerstr. 20
Municipality Munchen Province/State
Country Germany Postal code/Zip code 80331
Email address kott@cm-equity.de Telephone number 49-89-1890-4740
s) Relationship to issuer or investment fund manager
Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part
B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section.
Connected with the issuer or investment fund manager
Insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager
Employee of the issuer or investment fund manager
X None of the above
t) Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all
amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report
payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for
details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the
issuer.
Cash commissions paid $8,400.00
Value of all securities Security code 1 Security code 2 Security code 3
distributed as $0.00 Security codes
W N T
compensation [4]
120,000 finder's warrants entitling the holder to purchase one common share
Describe terms of warrants, options or other rights at $0.10 per warrant until Feb. 1, 2022, subject to an early acceleration
provision.
Other compensation [5] Describe
Total compensation paid $8,400.00
Check box if the person will or may receive any deferred compensation (describe the terms below)
4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the
issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of
the issuer.
5Do not include deferred compensation.
----- End of picture text -----

8

ITEM 8 – COMPENSATION INFORMATION

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated. Indicate whether any compensation was paid, or will be paid, in connection with the distribution. No X Yes If yes, indicate number of persons compensated. u) Name of person compensated and registration status Indicate whether the person compensated is a registrant. No X Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual Mackie Research Capital Corp. Firm NRD number 3 0 7 0 (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. X No Yes v) Business contact information If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated. Street address Municipality Province/State Country Postal code/Zip code Email address Telephone number w) Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section. Connected with the issuer or investment fund manager Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager Employee of the issuer or investment fund manager X None of the above x) Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid $22,440.00 Value of all securities Security code 1 Security code 2 Security code 3 distributed as $0.00 Security codes W N T compensation[4] 432,000 finder's warrants entitling the holder to purchase one common share Describe terms of warrants, options or other rights at $0.075/ warrant until Jan. 26, 2022 and 12,000 finder's warrants at $0.10/warrant until Feb. 1, 2022, subject to an early acceleration provision. Other compensation[5] Describe Total compensation paid $22,440.00 Check box if the person will or may receive any deferred compensation (describe the terms below)

4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.

5Do not include deferred compensation.

9

ITEM 8 – COMPENSATION INFORMATION

==> picture [506 x 679] intentionally omitted <==

----- Start of picture text -----

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in
connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
No X Yes If yes, indicate number of persons compensated.
y) Name of person compensated and registration status
Indicate whether the person compensated is a registrant.
No X Yes
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
Family name First given name Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual Leede Jones Gable Inc.
Firm NRD number 5 7 7 0 (if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
X No Yes
z) Business contact information
If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.
Street address
Municipality Province/State
Country Postal code/Zip code
Email address Telephone number
aa) Relationship to issuer or investment fund manager
Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part
B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section.
Connected with the issuer or investment fund manager
Insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager
Employee of the issuer or investment fund manager
X None of the above
bb) Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all
amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report
payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for
details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the
issuer.
Cash commissions paid $180.00
Value of all securities Security code 1 Security code 2 Security code 3
distributed as $0.00 Security codes
W N T
compensation [4]
3,600 finder's warrants entitling the holder to purchase one common share at
Describe terms of warrants, options or other rights $0.075/ warrant until Jan. 26, 2022, subject to an early acceleration
provision.
Other compensation [5] Describe
Total compensation paid $180.00
Check box if the person will or may receive any deferred compensation (describe the terms below)
4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the
issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of
the issuer.
5Do not include deferred compensation.
----- End of picture text -----

10

ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER

If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10.

Indicate whether the issuer is any of the following (select the one that applies – if more than one applies, select only one).

X Reporting issuer in any jurisdiction of Canada

Foreign public issuer

Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada[6] Provide name of reporting issuer

Wholly owned subsidiary of a foreign public issuer[6]

Provide name of foreign public issuer

Issuer distributing only eligible foreign securities and the distribution is to permitted clients only[7]

If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10.

6An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.

7Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions.

If the issuer is none of the above, check this box and complete Item 9(a) – (c).

a) Directors, executive officers and promoters of the issuer

Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter.

Organization or company name	Family name	First given name	Secondary given names	Business location of non-individual or residential jurisdiction of individual	Relationship to issuer (select all that apply)	Relationship to issuer (select all that apply)	Relationship to issuer (select all that apply)
				Province or country	D	O	P

b) Promoter information

If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer.

Organization or company name		Fi i		Residential idii f	Relationship to promoter (select one or both if applicable)	Relationship to promoter (select one or both if applicable)
			Secondary	jurscton o idiidl
	Family name	rst gven name	i
			gven	nvua
			names	Province or country	D	O

c) Residential address of each individual

Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons.

11

ITEM 10 – CERTIFICATION

Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund.

The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below.

If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.

Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution.

By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.

Name of issuer/underwriter/ investment fund manager/agent Full legal name Title Telephone number Signature	Ridgestone Mining Inc.	Ridgestone Mining Inc.
	Wong	Erwin
	Family name First given nam		e Secondary given names
	Director and C.F.O.
	(604) 377-8758 Email address (signed) Erwin Wong Date
			wongchungyao@gmail.com
			2021		02	05
			YYYY MM DD

ITEM 11 – CONTACT P ERSON

Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.

Same as individual certifying the report

Full legal name Name of company Telephone number	Kubicek	Renata			Paralegal
	W.L. Macdonald Law Corporation
	604-973-0587 Email address
	604-973-0587			rkubicek@wlmlaw.ca

Notice – Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and

• b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.

12

Questions:

Refer any questions to:

Alberta Securities Commission

Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: 403-297-2082 Public official contact regarding indirect collection of information: FOIP Coordinator

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: 604-899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: 604-899-6581 Email: FOI-privacy@bcsc.bc.ca Public official contact regarding indirect collection of information: FOI Inquiries

The Manitoba Securities Commission

500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2561 Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330 Public official contact regarding indirect collection of information: Director

Financial and Consumer Services Commission (New Brunswick)

85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: 506-658-3059 Email: info@fcnb.ca Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer

Government of Newfoundland and Labrador Financial Services Regulation Division

P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John’s, Newfoundland and Labrador A1B 4J6 Attention: Director of Securities Telephone: 709-729-4189 Facsimile: 709-729-6187 Public official contact regarding indirect collection of information: Superintendent of Securities

Government of the Northwest Territories

Office of the Superintendent of Securities P.O. Box 1320 Yellowknife, Northwest Territories X1A 2L9 Telephone: 867-767-9305 Facsimile: 867-873-0243 Public official contact regarding indirect collection of information: Superintendent of Securities

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street Duke Tower P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: 902-424-7768 Facsimile: 902-424-4625 Public official contact regarding indirect collection of information: Executive Director

Government of Nunavut Department of Justice

Legal Registries Division P.O. Box 1000, Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: 867-975-6590 Facsimile: 867-975-6594 Public official contact regarding indirect collection of information: Superintendent of Securities

Ontario Securities Commission

20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: 416-593-8314 Toll free in Canada: 1-877-785-1555 Facsimile: 416-593-8122 Email: exemptmarketfilings@osc.gov.on.ca Public official contact regarding indirect collection of information: Inquiries Officer

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569 Facsimile: 902-368-5283 Public official contact regarding indirect collection of information: Superintendent of Securities

13

Autorité des marchés financiers

800, rue du Square-Victoria, 22e étage C.P. 246, tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: 514-395-0337 or 1-877-525-0337 Facsimile: 514-873-6155 (For filing purposes only) Facsimile: 514-864-6381 (For privacy requests only) Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers) Public official contact regarding indirect collection of information: Corporate Secretary

Financial and Consumer Affairs Authority of Saskatchewan Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5842 Facsimile: 306-787-5899 Public official contact regarding indirect collection of information: Director

Office of the Superintendent of Securities Government of Yukon

Department of Community Services

307 Black Street, 1st Floor P.O. Box 2703, C-6 Whitehorse, Yukon Y1A 2C6 Telephone: 867-667-5466 Facsimile: 867-393-6251 Email: securities@gov.yk.ca Public official contact regarding indirect collection of information: Superintendent of Securities

14