Ontex Resources Ltd (ONT)

[NYBob]

Ontex Resources and Roxmark Mines Announce Merger
TORONTO, ONTARIO -- (Marketwire) -- 10/13/09 --

Ontex Resources Limited -
(TSX: ONT) and

Roxmark Mines Limited -
(TSX VENTURE: RMK)

today announced the joint signing of a binding letter agreement
to combine the two companies in a transaction unanimously
approved by both companies' Boards of Directors.

Under the agreement, Ontex will acquire all of the issued and
outstanding shares of Roxmark at an agreed upon exchange ratio
of one Ontex share for each 1.25 Roxmark shares,
based on both companies' current issued and outstanding shares.

This is equivalent to 0.80 of an Ontex share
on its current basis for each Roxmark share
and represents a 35% premium to Roxmark shareholders
based on the last closing price of both companies and
a 39% premium to Roxmark shareholders based on
the 30-day volume-weighted average share price
of Ontex's and Roxmark's common shares on
the TSX and TSX-V, respectively, as
of October 9, 2009.

Prior to completing the transaction with Roxmark,
Ontex proposes consolidating it's outstanding shares
on a 1-for-3 basis.

It is proposed that, subsequent to the consolidation,
Ontex will issue one share for each 3.75 shares of Roxmark.

In addition, all convertible securities of Roxmark
will be exercisable for shares of Ontex based on
the same exchange ratios.

The arm's length transaction is expected to close on
or before January 31, 2010 and
upon closing Roxmark shareholders will hold
approximately 54% of the combined company,
which will have approximately 92.7 million shares outstanding
on a post consolidation basis.

The new company will be led by the current Ontex management team,
augmented by Roxmark management including Monir Younan,
current President of Roxmark, who is expected to be
appointed as President of Ontex upon completion of
the transaction.

The Board of Directors will be comprised of seven members,
including one new Director and three Directors each from
the current Ontex and Roxmark Boards.

J. Patrick Sheridan, President & CEO of Ontex, stated,
"This transaction builds a critical mass of exploration
properties.
Roxmark's holdings of past producers, combined with Ontex's
established resource base and greenfields exploration
potential creates a very exciting opportunity
for all stakeholders."

Monir Younan, Roxmark President, stated, "Roxmark
has made significant progress in assembling a portfolio
of high quality properties, many of which were past producers
in the Beardmore-Geraldton camp and in advancing
them toward production.
We believe that working in concert with Ontex will provide
substantially greater momentum toward achieving that goal."

"Our stakeholders are being accorded an attractive premium
for their shares, but we firmly believe that the best lies
ahead through equity participation in a combined company
with a strong growth mandate," he added.

TRANSACTION RATIONALE

The proposed business combination will provide significant
benefits for both Ontex and Roxmark shareholders, including:

- consolidation of properties in the prolific Beardmore-
Geraldton camp, pooling of gold resources, and significant
synergies in exploration and development

- greater market presence

- diversification of risk

- a combined Board and management team, drawing on
the strengths of each company

- enhanced liquidity, capital market profile and financial
strength in challenging times

- operating efficiencies leading to significant cost reductions

- a strong position from which to participate in the anticipated
future consolidation in the Canadian gold industry, and

- access to Roxmark's mill for Ontex's future needs.

TRANSACTION DETAILS

Ontex and Roxmark anticipate the business combination
will be carried out by way of three cornered amalgamation
and plan to hold special meetings of shareholders to
approve the transaction and related matters before
the end of December 2009.
Approval would be subject to certain standard conditions,
including that not less than 66 2/3% of the issued
and outstanding shares of Roxmark voted at a shareholders
meeting be voted in favour of the transaction and
shareholder approval of the Ontex share issuance in
connection with the transaction by not less than
a majority of the votes cast by the Ontex shareholders.

The proposed Ontex share consolidation would be subject
to approval by not less than 66 2/3% of the votes cast
by Ontex shareholders in the same shareholders' meeting.

The Board of Directors of both Ontex and Roxmark
unanimously support the proposed Transaction.
Roxmark officers and directors have entered into
Voting Agreements to support the transaction
comprising approximately 21% of Roxmark's outstanding shares.

Ontex officers and directors have entered into Voting Agreements
support the transaction comprising approximately 8.5%
of Ontex's outstanding shares.

Pursuant to the letter agreement, Roxmark and Ontex have
agreed to negotiate in good faith terms of a loan of up
to $1,500,000 from Ontex to Roxmark.
The loan will bear an annual interest rate of 9% and be
secured by certain property of Roxmark.

Ontex will have the right to match any unsolicited superior proposal received by Roxmark. However, in the event that the transaction is terminated as a result of superior offer, Roxmark would be required to pay Ontex a break fee of $1.6 million. Should the transaction be terminated as a result of a competing business transaction involving Ontex, a break fee of $1.6 million would be payable to Roxmark.

Full details of the offer will be described in a joint management information circular to be filed with the regulatory authorities and mailed to Roxmark and Ontex shareholders in accordance with applicable securities laws.

The transaction is subject to customary conditions, including regulatory and shareholder approval and the completion of satisfactory due diligence by each of the parties.

Ontex has engaged Cassels Brock & Blackwell LLP as its legal advisor. Roxmark has engaged McLeod Dixon as its legal advisor.

QUALIFIED PERSONS

The technical data and contents of this news release relating to Ontex have been reviewed by Mr. Augusto Flores Q.P., who is a Qualified Person within the meaning of National Instrument 43-101, with the ability and authority to verify the authenticity and validity of the data.

Also, Peter Bevan, P.Eng., consulting geologist, is the Qualified Person for the information related to Roxmark that is contained in this news release and is a Qualified Person within the meaning of National Instrument 43-101.

ABOUT ONTEX

Ontex is a junior resource company focused on gold exploration and deposit delineation at its Brookbank gold property in northern Ontario spanning a strike length of 35 kilometers. To date, diamond drilling has identified a structure over a 7 kilometres strike length with mineralized zones extending from surface to a depth of at least 800 metres. The mineral resources at a 2.0 g/t gold cut-off grade stands at 1.84 million tonnes grading 7.3 g/t gold containing 421,400 ounces of Indicated and 2.66 million tonnes grading 4.9 g/t gold containing 421,400 ounces of Inferred resource (see National Instrument 43-101 technical report - "Technical Report on the Brookbank Gold Deposit, Beardmore - Geraldton Area, Northern Ontario, Canada" by Scott Wilson RPA Inc. dated May 4, 2009 - filed on SEDAR).

ABOUT ROXMARK

Roxmark is a gold and molybdenum exploration and development company operating in the Geraldton-Beardmore area. In the Beardmore camp, Roxmark is pursuing a number of initiatives including re-opening the Northern Empire Mine and its onsite mill and expanding the resource base at the nearby Leitch-Sand River Mine, once one of Canada's richest and now 100% owned by the Company. Operated from 1937 to 1965 the Leitch Mine processed 906,395 tons of ore with a recovery of 0.92 tons of gold per ton, yielding 860,648 oz. gold at $35 per ton. Like the nine other previously producing mines on Roxmark lands, the Leitch Mine was open at depth.

A 2008 National Instrument 43-101-compliant report on The Northern Empire Mine identified 86,652 tonnes of ore grading 10.70g.Au/t, containing 29,807 ounces of indicated gold resources; and 64,748 tonnes grading 9.95g.Au/t, containing 20,719 ounces of inferred gold resources, at shallow depths over a limited drilled strike length of the Contact and Power Zones. In addition, Roxmark is an active participant (with a 30% carried interest) in The Hardrock Project, a joint venture with Premier Gold Limited to develop a number of Geraldton Camp properties. In 2009, as operator, Premier is spending an estimated $8 million dollars to carry out a three-drill, 50,000-metre program to delineate resources on Project lands directed at establishing thresholds for early commercial development by both open-pit and underground mining. In addition, Premier has recently secured funding that will assure a robust drilling program for The Hardrock Project in 2010.

In recent years, Roxmark has generated cash flow from bulk-sampled gold and molybdenum processed at its fully-permitted, upgraded Northern Empire mill near Beardmore and has the advantage of infrastructure from the formerly productive gold mines located on its properties which generated 4 million ounces of gold before being shut down due to a $35 gold price and boundary issues since resolved through consolidation.

FORWARD-LOOKING INFORMATION

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and United States securities laws. Forward-looking information includes, but is not limited to, information concerning the proposed business combination between Ontex and Roxmark and matters relating thereto. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Many of these assumptions are based on factors and events that are not within the control of Ontex or Roxmark and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include changes in market conditions, variations in ore grade or recovery rates, risks relating to international operations, fluctuating metal prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, the business of the companies not being integrated successfully or such integration proving more difficult, time consuming or costly than expected as well as those risk factors discussed in Ontex's Annual Information Form for the year ended December 31, 2008 and Roxmark's management discussion and analysis for the period ended June 30, 2009 and, available at www.sedar.com. Although Ontex and Roxmark have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Ontex and Roxmark undertake no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.

This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.





Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts:

Ontex Resources Limited

J. Patrick Sheridan

President & CEO

[phone]

[e-mail]

www.ontexresources.com



Roxmark Mines Limited

Monir Younan

President

[phone]

[e-mail]

http://www.roxmark.com