Mr. John Eren reports

OREX MINERALS INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Orex Minerals Inc. has closed its $5-million non-brokered private placement announced on Feb. 2, and amended on Feb. 19, 2026, issuing 30,303,030 units of the company at a price of 16.5 cents per unit for aggregate gross proceeds of $5-million.

Each unit consists of one common share of the company and one warrant. Each warrant entitles the holder thereof to acquire one common share of the company at a price of 22 cents per common share for a period of 24 months from the closing date of the offering. All units issued in connection with the offering bear a legend indicating that they are subject to a contractual hold period expiring on the date that is 12 months from the closing date.

Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 3,030,300 units pursuant to the offering for total consideration of $500,000. Prior to the offering, Mr. Sprott beneficially owned or controlled 3,666,667 common shares of the company, representing approximately 9.5 per cent of the outstanding common shares of the company on a non-diluted basis. As a result of the offering, Mr. Sprott now beneficially owns or controls 6,696,967 common shares and 3,030,300 warrants of the company, representing approximately 9.7 per cent on a non-diluted basis and 13.5 per cent on a fully diluted basis, assuming the exercise of such warrants. The securities are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities, including on the open market or through private acquisitions, or sell the securities, including on the open market or through private dispositions, in the future, depending on market conditions, reformulation of plans and/or other relevant factors. A copy of the early warning report with respect to the foregoing will appear on the company's SEDAR+ and may also be obtained by calling Mr. Sprott's office at 416-945-3294 (2176423 Ontario, 7 King St. E, Suite 1106, Toronto, Ont., M5C 3C5).

The company intends to use the net proceeds from the offering to finance potential exploration-related expenses at the company's Jumping Josephine project, satisfy annual tax obligations associated with its current property holdings, maintain a general reserve for potential future transactions, and cover general corporate and overhead expenses incurred in the ordinary course of business over the next 12 months.

In connection with the offering, the company has paid certain parties finders' fees in the form of an aggregate of $56,880 in cash and has issued 233,818 units. The finder units have the same terms as the units issued to subscribers in the offering and also bear a legend indicating that they are subject to the contractual hold period.

In connection with the offering, certain insiders of the company subscribed for a total of 803,000 units for gross proceeds of $132,495. Each subscription by an insider is considered to be a related party transaction for the purposes of 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 available under MI 61-101. Specifically, the company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation of insiders therein were not settled until shortly prior to the closing of the offering and the company wished to close the offering on an expedited basis for sound business reasons. In addition to the contractual hold period, all securities issued pursuant to the offering will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the closing date of the offering.

Completion of the offering remains subject to the receipt of all final approvals of the TSX Venture Exchange.

About Orex Minerals Inc.

Orex Minerals is a precious and base metals exploration company with projects in Mexico and Canada. The company's portfolio includes the Coneto silver-gold project (Durango state, Mexico), in partnership with Fresnillo PLC, the Sandra silver-gold project (Durango state, Mexico), in partnership with Pan American Silver Corp., and the Jumping Josephine gold project in British Columbia, Canada. Orex is led by an experienced team of mining and exploration professionals dedicated to value creation through strategic project advancement and partnerships.

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