NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia -- February 1, 2013 -- Orex Minerals Inc. (TSX-V: REX) ("Orex") and Astral Mining Corporation (TSX-V: AA) ("Astral")
announce that further to their joint news releases of October 15, 2012 and January 21, 2013, Astral's shareholders passed a special resolution authorizing and approving the acquisition of all the issued and outstanding common shares of Astral by Orex by way of a plan of arrangement (the "Arrangement
") at Astral's annual general and special meeting of shareholders held on January 31, 2013. 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 expects to obtain the British Columbia Supreme Court's final order approving the Arrangement on February 7, 2013. The Arrangement is expected to become effective within 7 days following the date of the final order or on or before February 14, 2013. Astral will issue a further news release once the final order has been obtained and will announce the effective date at that time.
Gary Cope, President & CEO of Orex, comments that: "We look forward to completing the acquisition of Astral. We determined to pursue this acquisition because our technical team identified Astral's Los Crestones property in Mexico as one of the most promising early stage properties out of a large number of projects reviewed by our team. Combined with our Coneto Silver-Gold Project in Mexico (currently being drilled by Fresnillo PLC.), this acquisition gives us a strong base from which to develop Orex. Furthermore, we have already assisted Astral with recent exploration on Astral's British Columbia properties and on closing of the Arrangement, we expect to pursue additional exploration on both the B.C. and Mexican assets."
Astral's CEO, Manfred Kurschner, states: "We're very pleased the shareholders of Astral have approved the Arrangement. Orex brings to the Astral shareholders a strong management team supported by a technical team with a history of exploration success and project advancement. Orex has fund-raising capabilities, a broad following in the investment community, and a strong cash position. Orex has excellent capabilities to advance Astral's projects."
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: the Barsele Gold Project (Sweden) and the 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, Astral 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 Orex, please contact Ross Wilmot, CFO, at (604) 687-8566, or via email firstname.lastname@example.org
, or visit www.orexminerals.com
For further information on Astral, please contact Manfred Kurschner, President & CEO, at (604) 961-8881, or via email email@example.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.