VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 10, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Orex Minerals Inc. (TSX VENTURE:REX) ("Orex") and Astral Mining Corporation (TSX VENTURE:AA) ("Astral") announce that further to their joint press release dated October 15, 2012, they have entered into an arrangement agreement ("Arrangement Agreement") which provides for, among other things, the acquisition by Orex of all of the issued and outstanding common shares of Astral ("Astral Shares") by way of a court approved plan of arrangement ("Arrangement") pursuant to the Business Corporations Act (British Columbia).
Under the Arrangement, each Astral shareholder will receive one common share of Orex for every twelve Astral Shares held. All outstanding Astral options and warrants will be exchanged for options and warrants of Orex in an amount and at exercise prices adjusted in accordance with the same exchange ratio. For more information on the Arrangement and the merged entity that will result, see the joint press release of Orex and Astral dated October 15, 2012. The Arrangement Agreement can be viewed on either of the SEDAR profiles of Orex or Astral at www.sedar.com.
Each of the directors and officers of Astral have entered into lock-up agreements with Orex to vote their shares in favour of the Arrangement.
It is expected that the meeting at which Astral shareholders will be asked to vote on the Arrangement will be held in late January 2013. It is also expected that the information circular and other ancillary materials in connection with the meeting will be mailed to Astral shareholders on or before December 18, 2012. The Arrangement is expected to be effective before February 28, 2013.
Gary Cope, President & CEO of Orex, comments that: "We're pleased to have signed the Arrangement Agreement to acquire Astral. Though Los Crestones is an early stage project, our technical team is encouraged by assay results received to date, and we hope that our considerable exploration expertise in Mexico will help to advance the project."
About Orex Minerals Inc.
Orex Minerals Inc. (TSX VENTURE: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 Corp.
Astral Mining Corporation (TSX VENTURE: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 OF DIRECTORS OF OREX AND ASTRAL:
Mr. Gary Cope Mr. Manfred Kurschner
President & CEO President & CEO
Orex Minerals Inc. Astral Mining Corporation
For further information on Orex, visit www.orexminerals.com.
For further information on Astral, visit www.astralmining.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.
Orex (TSX VENTURE:REX) Shares outstanding 44,562,479
Astral (TSX VENTURE:AA) Shares outstanding 24,985,554
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.
President & CEO
Astral Mining Corporation
President & CEO
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