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21-Jan-13

Astral Announces Annual General and Special Meeting

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES


Vancouver, British Columbia - January 21, 2013 - Astral Mining Corporation (TSX-V: AA) ("Astral") announces that the annual general and special meeting of the shareholders of Astral will be held on Thursday, January 31, 2013 at Suite 700, 595 Burrard Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time) (the "Meeting").

At the Meeting, Astral's shareholders will be asked to, among other things, consider and to pass a special resolution (the "Arrangement Resolution") authorizing and approving the acquisition of all the issued and outstanding common shares of Astral by Orex Minerals Inc. ("Orex") by way of a plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, Orex will issue Astral shareholders 0.0834 of an Orex common share for each issued and outstanding Astral share held by an Astral shareholder (the "Exchange Ratio"). If the Arrangement becomes effective, the holders of outstanding Astral warrants and options will, upon exercise, be entitled to receive that number of Orex shares adjusted in accordance with the Exchange Ratio.

Astral's board of directors has unanimously determined that the terms of the Arrangement are fair and reasonable to Astral and its shareholders and unanimously recommends that Astral shareholders vote in favour of the Arrangement resolution at the upcoming meeting. Astral's board obtained a fairness opinion prepared by Ross Glanville & Associates Ltd. and Bruce McKnight Minerals Advisor Services. The board also considered a number of factors, including among others:
  • the mineral property portfolio of Orex includes projects which are at a more advanced stage and offer better prospects for discovery of an economic deposit than the current mineral property portfolio of Astral;

  • Astral shareholders, by receiving Orex shares under the Arrangement, would benefit from Orex's strong management team supported by a technical team with a history of exploration success and project advancement.

  • Astral's mineral exploration projects would also benefit from Orex's fund-raising capabilities, broad following in the investment community, and strong cash position; and

  • Orex will, upon completion of the Arrangement, have the financial resources and management and technical team to advance work programs on the Barsele Gold Project and Astral's projects and to investigate new mineral project acquisitions or other transactions.
For more information on the Arrangement, please see Astral's Information Circular as of December 13, 2012, the Fairness Opinion attached to the Circular, and other proxy materials which are available for review on SEDAR.

All shareholders are encouraged to vote by proxy at least 48 hours before the start of the annual general and special meeting or attend the meeting in person on January 31, 2013.

About Orex Minerals Inc.

Orex Minerals Inc. (TSX-V: REX) is a Canadian-based junior exploration company with two very distinctive precious metals plays in its portfolio: Barsele Gold Project (Sweden) and Coneto Silver-Gold Project (Durango, Mexico). Please refer to www.orexminerals.com for additional information.

About Astral Mining Corporation.

Astral Mining Corporation (TSX-V: AA) is a Canadian company engaged in the exploration and development of precious metal properties in the Americas. By focusing on exploration in mining-friendly districts, the Company minimizes the political and social risks encountered in many other parts of the world. Please refer to www.astralmining.com for additional information.

ON BEHALF OF THE BOARDS

Mr. Gary Cope
President & CEO
Orex Minerals Inc.

Mr. Manfred Kurschner
President & CEO
Astral Mining Corporation

For further information on Astral, please contact Manfred Kurschner, President & CEO, at (604) 569-0800, or via email info@astralmining.com (this e-mail address is being protected from spambots - you need JavaScript enabled to view it), or visit www.astralmining.com.

For further information on Orex, please contact Ross Wilmot, CFO, at (604) 687-6310, or via email info@orexminerals.com, or visit www.orexminerals.com.

Cautionary Note to US Investors: This news release may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.

Forward Looking Information
This news release contains "forward-looking statements" including but not limited to statements with respect to Orex and Astral's plans, the estimation of mineral reserves and the success of exploration activities. Forward-looking statements, while based on management's best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions; risks related to international operations; risks related to general economic conditions and credit availability, actual results of current exploration activities, fluctuations in foreign currency exchange rates, possible variations in ore reserves or grade; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; changes in national and local government regulation of mining operations, tax rules and regulations; and political and economic developments in countries in which Orex and Astral operate. Although Orex and Astral have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Neither Astral nor Orex undertake any responsibility to update forward-looking statements, except as required by law.

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 release.
 
 

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