March 9, 2026 – Vancouver, BC – Orex Minerals Inc. – (TSX.V: REX – OTCQB: ORMNF) (“Orex” or the “Company”) is pleased to announce that it has closed its $5 million non-brokered private placement announced on February 2, and amended on February 19, 2026 (the “Offering”), issuing 30,303,030 units of the Company (the “Units”) at a price of $0.165 per Unit for aggregate gross proceeds of $5,000,000.

Each Unit consists of one common share of the Company (each, a “Common Share”) and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share of the Company at a price of $0.22 per Common Share for a period of 24 months from the closing date of the Offering (the “Closing Date”). 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 (the “Contractual Hold Period“). 

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% 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% on a non-diluted basis and 13.5% 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+ at www.sedarplus.ca and may also be obtained by calling Mr. Sprott’s office at (416) 945-3294 (2176423 Ontario Ltd., 7 King Street East, Suite 1106, Toronto Ontario M5C 3C5).

The company intends to use the net proceeds from the Offering to fund potential exploration-related expenses at the Company’s Jumping Josephine Project, to satisfy annual tax obligations associated with its current property holdings, to maintain a general reserve for potential future transactions, and to 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 finder’s fees in the form of an aggregate of $56,880 in cash and has issued 233,818 Units (each, a “Finder’s Unit“).  The Finder’s 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 (“MI 61-101“). 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% 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% 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 was 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.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release is not an offer or a solicitation of an offer of securities for sale in the United States, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT OREX MINERALS INC. 

Orex Minerals Inc. 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.

ON BEHALF OF THE BOARD OF DIRECTORS

John Eren
President & CEO

Tania Archer
Corporate Development

For further information, please contact Orex Minerals Inc. at
+1 (604) 953-9897, email via [email protected] or visit our website at www.orexminerals.com. 

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Forward Looking Information

This news release may contain forward-looking statements, including statements with respect to the terms of the Offering, closing of the Offering and use of proceeds of the Offering. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Such factors include, among other things: risks and uncertainties relating to exploration and development, the ability of the Company to obtain additional financing, the need to comply with environmental and governmental regulations, fluctuations in the prices of commodities, operating hazards and risks, the ability to obtain the TSX Venture Exchange’s final acceptance of the Offering. competition and other risks and uncertainties, including those described in the Company’s financial statements, management discussion and analysis and/or annual information form available on www.sedarplus.ca. The risk factors identified in such documents are not intended to represent a complete list of factors that could affect the Company. Actual results may differ materially from those currently anticipated in such statements and the Company undertakes no obligation to update such statements, except as required by law.

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

Original Article: https://orexminerals.com/orex-minerals-inc-announces-closing-of-private-placement/