NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia - February 5, 2013 - Orex Minerals Inc. (TSX-V: REX) ("Orex") and Astral Mining Corporation (TSX-V: AA) ("Astral")
announce that further to their joint news release of October 15, 2012 and subsequent news releases, on February 5, 2013, the Supreme Court of British Columbia granted its final order 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 held on January 31, 2013, shareholders of Astral approved the Arrangement.
On the closing date of the Arrangement, Orex will issue to Astral's shareholders 0.0834 of an Orex common share for each issued and outstanding common share of Astral held by an Astral shareholder (the "Exchange Ratio
"). The holders of Astral warrants and options outstanding on the closing date of the Arrangement will, upon exercise, be entitled to receive that number of Orex shares adjusted in accordance with the Exchange Ratio and the terms and conditions of the warrants and options. For details of the Arrangement, please refer to Astral's information circular dated December 13, 2012 previously sent to shareholders and available on SEDAR at www.sedar.com
Subject to final acceptance of TSX Venture Exchange (the "Exchange
"), the closing of the Arrangement will occur on February 12, 2013. The ex-distribution date related to trading of Astral's common shares on the Exchange will be February 8, 2013. The common shares of Astral will be halted from trading on the Exchange after the close of the market on February 11, 2012 and will be de-listed from the Exchange following closing of the Arrangement.
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.