Orex and Astral Announce Results of Annual General and Special Meeting and Anticipated Effective Date of Plan of Arrangement
February 01 2013 - 7:30AM
Marketwired Canada
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 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 VENTURE: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 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:
Mr. Gary Cope President & CEO
Orex Minerals Inc.
Mr. Manfred Kurschner, President & CEO
Astral Mining Corporation
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.
Orex (TSX VENTURE:REX) Shares outstanding 44,562,479
Astral (TSX VENTURE:AA) Shares outstanding 24,985,554
FOR FURTHER INFORMATION PLEASE CONTACT:
Astral Mining Corporation
Manfred Kurschner
President & CEO
(604) 961-8881
mkurschner@astralmining.com
www.astralmining.com
Orex Minerals Inc.
Ross Wilmot
CFO
(604) 687-8566
info@orexminerals.com
www.orexminerals.com
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