Mr. B.H. Whiting reports

OREX CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Orex Minerals Inc. has closed the first tranche of its $1-million private placement announced on Nov. 28, 2023, issuing 1,225,000 units of the company at a price of 15 cents per unit for aggregate gross proceeds of $183,750.

Each unit consists of one common share and one warrant. Each warrant entitles the holder thereof to acquire one share at the price of 25 cents per share until Dec. 20, 2025. The shares and warrants comprising the units and any shares issued upon the exercise of the warrants are subject to a statutory hold period, which expires on April 21, 2024.

The company intends to use the net proceeds from the first tranche for exploring the Valenciana project in Zacatecas state, should its acquisition of such project (as previously announced on Oct. 3, 2023) close, and for general working capital purposes.

The company has agreed to pay a finder's fee to certain finders in respect of those purchasers under the offering introduced to the company by such finder. In connection with the closing of the first tranche, Orex Minerals will pay finders' fees of $4,500 to Haywood Securities Inc. and $2,250 to Canaccord Genuity Corp.

The issuance of units to Ben Whiting, president and chief executive officer of the company, under the first tranche, is considered to be a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the first tranche by such related party does not exceed 25 per cent of the fair market value of the company's market capitalization.

About Orex Minerals Inc.

Orex Minerals is a mineral exploration company focused on precious and base metal exploration in Mexico and Canada. Orex Minerals has several current projects: Two projects are located in Durango state, Mexico: the Sandra silver-gold project with Pan American Silver Corp. and the Coneto gold-silver project with Fresnillo PLC. The third project is the Valenciana gold-silver-base-metal project in Zacatecas state, Mexico. The fourth project is the Jumping Josephine gold project in British Columbia, Canada. Orex Minerals is managed by the experienced Belcarra Group Management Ltd., composed of highly qualified mining professionals.

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