Orex and Astral Announce Completion of Arrangement
Published : February 13, 2013
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VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 12, 2013) -

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

Orex Minerals Inc. (News - Market indicators) ("Orex") and Astral Mining Corporation ("Astral") announce that the plan of arrangement between Astral and Orex (the "Arrangement") has completed with Orex issuing common shares (the "Orex Shares") to former shareholders and creditors of Astral, such that Astral is now a wholly-owned subsidiary of Orex. As previously announced, the Arrangement was approved by Astral's shareholders on January 31, 2013 and by the Supreme Court of British Columbia on February 5, 2013.

Pursuant to the Arrangement, Orex has issued to former Astral shareholders as of February 12, 2013 0.0834 of an Orex Share for each issued and outstanding common share of Astral (the "Exchange Ratio"). A total of 2,083,795 Orex Shares were issued to the former shareholders of Astral.

Furthermore, certain unsecured creditors and holders of convertible notes of Astral have converted debt owed to them by Astral into Orex Shares in settlement of the debt. The debt was converted into a total of 840,425 Orex Shares based on a deemed price of $0.571699 per share, which is equal to the volume weighted average closing price of Orex Shares as traded on the TSX Venture Exchange (the "Exchange") for the five trading days before the closing of the Arrangement on February 12, 2013 on the terms and conditions contained in debt settlement agreements.

Upon issuance of the Orex Shares to the Astral noteholders, their notes have been cancelled and the general security agreements granted by Astral to secure their notes have been cancelled and discharged. One of the note holders is a company wholly owned by Manfred Kurschner, former CEO and a director of Astral. Nick DeMare, a former director of Astral, is 100% owner of one company and 50% owner of another company that held convertible notes.

Accordingly former shareholders and creditors of Astral own approximately 6.16% of the issued and outstanding common shares of Orex. As a result of the Arrangement and the conversion of a portion of Astral's debt into Orex Shares, there are a total of 47,486,699 Orex Shares issued and outstanding.

As a result of the Arrangement, the holders of outstanding Astral share purchase warrants and stock options will, upon exercise, be entitled to receive 615,521 Orex shares determined in accordance with the Exchange Ratio and the terms and conditions of the Astral warrants and options.

The common shares and the listed share purchase warrants of Astral were halted from trading on the Exchange after the close of the market on February 11, 2013 and have been delisted from the Exchange.

Astral has mailed a letter of transmittal to the former registered shareholders of Astral providing instructions on how to exchange share certificates of Astral for share certificates of Orex pursuant to the Arrangement. Astral has sent notice letters to the holders of outstanding Astral warrants and stock options advising of the adjustments made to their securities as a result of the Arrangement.

About Orex Minerals Inc.

Orex Minerals Inc. (News - Market indicators) is a Canadian-based junior exploration company with many distinctive precious metals plays in its portfolio: the Barsele Gold Project (Sweden), the Los Crestones Gold-Silver Project (Sinaloa, Mexico), the Coneto Silver-Gold Project (Durango, Mexico), and the Jumping Josephine, Honeymoon and Barriere Ridge properties (British Columbia, Canada). Please refer to www.orexminerals.com for additional information.

ON BEHALF OF THE BOARD OF OREX:

Mr. Gary Cope, President & CEO

Orex Minerals Inc.

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.

Orex Minerals Inc.
Ross Wilmot
CFO
(604) 687-8566
info@orexminerals.com
www.orexminerals.com
Data and Statistics for these countries : Canada | Mexico | Sweden | All
Gold and Silver Prices for these countries : Canada | Mexico | Sweden | All

Orex Minerals Inc.

EXPLORATION STAGE
CODE : REX.V
ISIN : CA68616X1006
CUSIP : 68616Q
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Orex Minerals is a silver and gold exploration company based in Canada.

Orex Minerals holds various exploration projects in Mexico.

Its main exploration properties are EL TIGRE, LAS SORPRESAS and PAMEL in Peru, BARSELE in Sweden and CONETO, SANTA CRUZ and LAS MESAS DURANGO in Mexico.

Orex Minerals is listed in Canada. Its market capitalisation is CA$ 27.8 millions as of today (US$ 20.3 millions, € 19.0 millions).

Its stock quote reached its highest recent level on August 12, 2016 at CA$ 1.38, and its lowest recent point on August 11, 2023 at CA$ 0.02.

Orex Minerals has 113 430 000 shares outstanding.

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Financings of Orex Minerals Inc.
1/16/2015Announces Private Placement
9/25/2013Announces Non-Brokered Private Placement
9/6/2013Announces Private Placements
4/26/2013Closes Non-Brokered Private Placement
2/18/2013Announces Non-Brokered Private Placement
9/24/2012Closes Non-Brokered Private Placement
9/29/2008=?windows-1252?Q?OREX_ANNOUNCES_$1,200,000_NON-BROKERED_PRIV...
6/2/2008Announces $5,302,500 Brokered Private Placement
Option Grants of Orex Minerals Inc.
4/11/2013Engages Communications and Investor Relations Consultant
10/30/2012Ends Investor Relations Agreement
Project news of Orex Minerals Inc.
4/22/2015(Coneto)Fresnillo Restarts Diamond Drilling on the Coneto Gold-Silve...
3/19/2015(Coneto)Fresnillo Proceeds to Phase-IV Diamond Drilling on the Conet...
2/23/2015(Barsele)and Agnico Eagle sign a Letter of Intent for a Joint Venture...
12/8/2014(Coneto)Drilling Extends Loma Verde and Promontorio Veins on the Con...
10/21/2013(Barsele)Minerals Inc. Closes Amended Barsele Acquisition
10/3/2013(Barsele)Announces Completion of Barsele Acquisition
5/3/2013(Barsele)Amends Barsele Acquisition Agreement to Defer Cash Payment a...
3/25/2013(Coneto)Minerals Inc.: Third Drilling Rig Added to the Coneto Gold-S...
10/9/2012(Coneto)and Fresnillo Add Second Drilling Rig To Coneto Silver-Gold ...
8/27/2012(Coneto)and Fresnillo Commence Drilling at Coneto Silver-Gold Projec...
7/23/2011(Barsele)Orex Completes Airborne Geophysical Survey Over The Barsele ...
5/9/2011(Barsele)Initiates Airborne Geophysical Survey Over Barsele Gold Proj...
5/2/2011(Barsele)Minerals Completes Purchase of Barsele Gold Project
3/31/2011(Las Mesas Durango)Diamond Drilling has Started on Orex’s “Las Mesas” Gold-Silv...
3/23/2011(Barsele)Signs Final Agreement to Acquire Barsele Gold Project
8/9/2010(Coneto)Extends Gold and Silver in the Loma Verde Sector of the Cone...
7/6/2010(Coneto)Progress Report on Orex's Drilling Program at the Coneto Gol...
4/27/2010(Coneto)Diamond Drilling to Commence on Orex’s Coneto Gold-Silver Pr...
2/9/2010(Coneto)Awards Diamond Drilling Contract to Major Drilling for the C...
1/11/2010(Coneto)Expands Mineral Concessions at Coneto Project Request for Pr...
11/17/2009(Coneto)Coneto Project Yields High Gold and Silver Values
Corporate news of Orex Minerals Inc.
7/12/2016Orex Minerals Inc. Joins the OTCQX Market in the United Stat...
7/12/2016Orex Starts a 3,000 Metres Drilling Program on the Sandra Es...
6/20/2016A 5,000 Metres Diamond Drilling Program will be Conducted on...
5/31/2016Orex Hits Silver in a Step-Out Hole 350 Metres West of the M...
5/24/2016Orex Continues to Hit Silver on the Sandra Escobar Project i...
1/30/2016Orex Grants Stock Options
1/25/2016Orex Hits 61 Metres Grading 359 g/t Silver from Surface at t...
9/25/2015Orex and Barsele Announce Completion of the Spin Out of Orex...
9/24/2015Fresnillo has Completed $6 Million Investment in the Coneto ...
9/23/2015Orex Shareholders, Optionholders and Warrantholders Vote in ...
9/18/2015Orex Closes Non-Brokered Private Placement
9/15/2015Orex Options the Sandra Escobar Silver-Gold Project in Duran...
8/10/2015Multiple Structures Yield High Grade Gold-Silver in Step Out...
8/6/2015Orex Executes Definitive Agreement to Spin Out Its Interest ...
8/6/2015IIROC Trading Resumption - REX
8/6/2015IIROC Trading Halt - REX
7/24/2015Orex Applies to Extend Warrants
7/3/2015Orex Grants Stock Options
2/23/2015Orex and Agnico Eagle sign a Letter of Intent for a Joint Ve...
2/23/2015Orex and Agnico Eagle sign a Letter of Intent for a Joint Ve...
1/19/2015Orex Closes Non-Brokered Private Placement
1/16/2015Orex Announces Private Placement
12/19/2014Orex Reports Balance of Drilling Results from 2014 Fieldwork...
12/19/2014Orex Reports Balance of Drilling Results from 2014 Fieldwork...
12/19/2014Reports Balance of Drilling Results from 2014 Fieldwork on t...
12/9/2014Orex Commences Drilling on the Los Crestones Gold-Silver-Cop...
12/9/2014Orex Commences Drilling on the Los Crestones Gold-Silver-Cop...
12/8/2014Drilling Extends Loma Verde and Promontorio Veins on the Con...
12/8/2014Drilling Extends Loma Verde and Promontorio Veins on the Con...
11/18/2014Drilling Continues to the Southeast on the Coneto Gold-Silve...
11/14/2014Orex Concludes 2014 Fieldwork on the Jumping Josephine Gold-...
11/14/2014Orex Concludes 2014 Fieldwork on the Jumping Josephine Gold-...
11/14/2014Concludes 2014 Fieldwork on the Jumping Josephine Gold-Silve...
10/15/2014Orex has awarded a 5,000 Metre Drilling Contract for the Los...
10/15/2014Orex has awarded a 5,000 Metre Drilling Contract for the Los...
10/15/2014has awarded a 5,000 Metre Drilling Contract for the Los Cres...
9/10/2014Orex Grants Stock Options
8/21/2014Fresnillo Proceeding to Second Option Stage on Coneto Projec...
9/18/2013Minerals Inc. (TSX.V:REX) Closes $2-Million Private Placemen...
8/20/2013Minerals Inc.: Additional Gold and Silver Results Received f...
7/10/2013Minerals Inc.: Attractive Gold and Silver Results Received f...
7/3/2013Options Claims Strategically Located Near Colorado Resources...
3/25/2013(Coneto)=?windows-1252?Q?Third_Drilling_Rig_Added_to_the_Coneto_Gold...
3/18/2013Letter from the President
2/13/2013and Astral Announce Completion of Arrangement
2/1/2013Announces Proposed Spin Out
1/21/2013Astral Announces Annual General and Special Meeting
1/7/2013(Coneto)=?windows-1252?Q?Orex_reports_2.7_Metres_Grading_840_g/t_Sil...
12/10/2012and Astral Announce Signing of Arrangement Agreement
11/7/2012(Coneto)=?windows-1252?Q?Orex_reports_10_Metres_Grading_300_g/t_Silv...
11/7/2012(Coneto)Reports 10 Metres Grading 300 g/t Silver-Equivalent on the C...
10/15/2012and Astral Announce Merger by way of Plan of Arrangement
10/9/2012(Coneto)=?windows-1252?Q?Orex_and_Fresnillo_Add_Second_Drilling_Rig_...
7/18/2012=?windows-1252?Q?Orex_and_Fresnillo_Award_a_12,000_Metre_Dia...
4/20/2012BTV Profiles Orex Minerals Inc.
2/22/2012(Barsele)=?windows-1252?Q?Orex_Provides_Results_for_the_First_Diamond...
2/2/2012(Coneto)=?windows-1252?Q?Orex_Minerals_Inc._and_Fresnillo_Plc_Sign_A...
1/4/2012(Barsele)=?windows-1252?Q?Orex_Provides_Update_on_Drilling_at_Barsele...
9/20/2011(Barsele)=?windows-1252?Q?Orex_Completes_First_Phase_Ground_Geophysic...
5/24/2011Engages Sigorex as New Investor Relations Consultant
4/4/2011=?windows-1252?Q?Orex_Awards_Airborne_Geophysical_Survey_Con...
3/4/2011=?windows-1252?Q?Orex_Closes_4,653,000_Unit_Non-Brokered_Pri...
3/3/2011=?windows-1252?Q?Indicated_Mineral_Resources_of_382,000_gold...
5/4/2010Commences drilling on the Coneto Gold-Silver Project
8/31/2009Geological Work Commences on Coneto Silver-Gold Project in M...
7/16/2009Signs Letter of Intent to Purchase 100% of Core Claims in Co...
9/2/2008Commencement of Production at Santa Cruz
5/12/2008Completes Mill Upgrading
1/31/2008Orex Minerals Provides Santa Cruz Project Update
11/19/2007Work Program Underway on Santa Cruz Property
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