REX American Resources (REX)

[gharma]

Orex And Astral Announce Results Of Annual General And Special Meeting And Anticipated Effective Date Of Plan Of Arrangement
http://www.orexminerals.com/s/NewsReleases.asp?ReportID=568748

Vancouver, British Columbia -- February 1, 2013 -- Orex Minerals Inc. (TSX-V: REX) ("Orex") and Astral Mining Corporation (TSX-V: 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."