Astral Announces Annual General and Special Meeting
Published : January 21, 2013
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VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 21, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Astral Mining Corporation (News - Market indicators) ("Astral") announces that the annual general and special meeting of the shareholders of Astral will be held on Thursday, January 31, 2013 at Suite 700, 595 Burrard Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time) (the "Meeting").

At the Meeting, Astral's shareholders will be asked to, among other things, consider and to pass a special resolution (the "Arrangement Resolution") authorizing and approving the acquisition of all the issued and outstanding common shares of Astral by Orex Minerals Inc. (TSX VENTURE:REX) ("Orex") by way of a plan of arrangement (the "Arrangement"). 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's board of directors has unanimously determined that the terms of the Arrangement are fair and reasonable to Astral and its shareholders and unanimously recommends that Astral shareholders vote in favour of the Arrangement resolution at the upcoming meeting. Astral's board obtained a fairness opinion prepared by Ross Glanville & Associates Ltd. and Bruce McKnight Minerals Advisor Services. The board also considered a number of factors, including among others:

  • the mineral property portfolio of Orex includes projects which are at a more advanced stage and offer better prospects for discovery of an economic deposit than the current mineral property portfolio of Astral;

  • Astral shareholders, by receiving Orex shares under the Arrangement, would benefit from Orex's strong management team supported by a technical team with a history of exploration success and project advancement.

  • Astral's mineral exploration projects would also benefit from Orex's fund-raising capabilities, broad following in the investment community, and strong cash position; and

  • Orex will, upon completion of the Arrangement, have the financial resources and management and technical team to advance work programs on the Barsele Gold Project and Astral's projects and to investigate new mineral project acquisitions or other transactions.

For more information on the Arrangement, please see Astral's Information Circular as of December 13, 2012, the Fairness Opinion attached to the Circular, and other proxy materials which are available for review on SEDAR.

All shareholders are encouraged to vote by proxy at least 48 hours before the start of the annual general and special meeting or attend the meeting in person on January 31, 2013.

About Orex Minerals Inc.

Orex Minerals Inc. (TSX VENTURE:REX) is a Canadian-based junior exploration company with two very distinctive precious metals plays in its portfolio: Barsele Gold Project (Sweden) and Coneto Silver-Gold Project (Durango, Mexico). Please refer to www.orexminerals.com for additional information.

Shares outstanding 44,562,479

About Astral Mining Corporation

Astral Mining Corporation (News - Market indicators) is a Canadian company engaged in the exploration and development of precious metal properties in the Americas. By focusing on exploration in mining-friendly districts, the Company minimizes the political and social risks encountered in many other parts of the world. Please refer to www.astralmining.com for additional information.

Shares outstanding 24,935,554

ON BEHALF OF THE BOARDS

Mr. Gary Cope Mr. Manfred Kurschner
President & CEO President & CEO
Orex Minerals Inc. Astral Mining Corporation

Cautionary Note to US Investors: This news release may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.

Forward-Looking Information

This news release contains "forward-looking statements" including but not limited to statements with respect to Orex and Astral's plans, the estimation of mineral reserves and the success of exploration activities. Forward-looking statements, while based on management's best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions; risks related to international operations; risks related to general economic conditions and credit availability, actual results of current exploration activities, fluctuations in foreign currency exchange rates, possible variations in ore reserves or grade; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; changes in national and local government regulation of mining operations, tax rules and regulations; and political and economic developments in countries in which Orex and Astral operate. Although Orex and Astral have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Neither Astral nor Orex undertake any responsibility to update forward-looking statements, except as required by law.

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

Astral Mining Corporation
Manfred Kurschner
President & CEO
(604) 569-0800
info@astralmining.com
www.astralmining.com
or
Orex Minerals Inc.
Ross Wilmot
CFO
(604) 687-6310
info@orexminerals.com
www.orexminerals.com
Data and Statistics for these countries : Mexico | Sweden | All
Gold and Silver Prices for these countries : Mexico | Sweden | All

Astral Mining Corporation

EXPLORATION STAGE
CODE : AA.V
ISIN : CA0463494033
CUSIP : 046349 40 3
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Astral Mining is a silver and gold exploration company based in Canada.

Astral Mining holds various exploration projects in Canada and in Mexico.

Its main exploration properties are JUMPING JOSEPHINE, HONEYMOON BC and BARRIERE RIDGE in Canada and LOS CRESTONES PROPERTY in Mexico.

Astral Mining is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 769 500 as of today (US$ 584 949, € 523 939).

Its stock quote reached its highest recent level on July 13, 2007 at CA$ 8.70, and its lowest recent point on September 21, 2015 at CA$ 0.02.

Astral Mining has 25 650 000 shares outstanding.

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Annual reports of Astral Mining Corporation
2008 Annual report
Annual Report 2007
Financings of Astral Mining Corporation
11/14/2007 Private Placement Oversubscribed
3/21/2007Private Placement Of Flow-Through Units With The Mineralfiel...
Project news of Astral Mining Corporation
9/7/2011Drilling Started on Los Crestones in Mexico
5/11/2011(Jumping Josephine)Announces Initial Resource Estimate at Jumping Josephine
3/25/2011(Los Crestones Property)Commences Exploration Program at Los Crestones Gold-Silver P...
3/8/2011(Barriere Ridge)Signs Option on Barriere Ridge Silver-Gold Project, Southern...
6/22/2010(Jumping Josephine)Commences Summer Exploration Program on Jumping Josephine Go...
5/3/2010(Jumping Josephine)Files Independent 43-101, Begins 2010 Field Program
3/16/2010(Jumping Josephine)Completes Infill Aeromagnetic Survey at Jumping Josephine an...
2/2/2010(Jumping Josephine)Announces Encouraging Metallurgical Testwork on Drill Sample...
12/17/2009(Jumping Josephine)To Acquire 100% Interest In Jumping Josephine Kootenay To Re...
10/29/2009(Jumping Josephine)Prepares Bulk Sample Permit Application for Jumping Josephin...
11/18/2008(Jumping Josephine)and Kootenay Intersect new Stockwork Zone and Extend Main Di...
6/4/2008(Bear Creek)Gold Summit Reports Drill Assay Results From Carolinas
11/14/2007(Jumping Josephine (jj))Announces First Results from Phase II Drilling on the Jumpin...
9/11/2007(Jumping Josephine (jj))Final Drill Results of Phase I at its JJ Gold Discovery & An...
7/12/2007(Jumping Josephine (jj))Drills 7.01 g/t Gold over 19 metres on Jumping Josephine Gol...
7/10/2007Intersects 1.98 m of 17.8 g/t Gold at Saluda Gold Project, S...
6/14/2007(Jumping Josephine (jj))Drills 9.95 g/t Gold over 10m on Jumping Josephine Gold Proj...
6/6/2007(Jumping Josephine (jj))Update on Astral's Jumping Josephine Gold Project Drilling P...
6/5/2007(Jumping Josephine (jj)) Options Property Adjacent to Jumping Josephine Gold Project
5/24/2007Announces High-Grade Gold Assay, Saluda, South Carolina
3/20/2007(Jumping Josephine (jj))To Drill The Jumping Josephine; Sets 2007 Exploration Budget
Corporate news of Astral Mining Corporation
2/5/2013Orex and Astral Announce Final Court Order Approving Arrange...
2/1/2013Orex and Astral Announce Results of Annual General and Speci...
1/21/2013Announces Annual General and Special Meeting
12/10/2012Orex and Astral Announce Signing of Arrangement Agreement
12/10/2012Orex and Astral Announce Signing of Arrangement Agreement
10/15/2012Orex and Astral Announce Merger by Way of Plan of Arrangemen...
12/12/2011PRESS RELEASE - New Astral Results in Mexico
12/12/2011re=3A New Astral Mining results from Mexico
7/7/2011Gitennes Reports Strong Set of Urumalqui Assay Results
5/24/2011Gitennes Reports More Results from Urumalqui Project - Peru
5/6/2008and Kootenay Form JV and Announce 2008 Exploration Program f...
4/9/2008to raise $1,800,000 CDN
2/6/2008 Starts Drilling on the Bear Creek Gold Prospect, North Caro...
11/5/2007Closes $1,021,000 Financing
9/28/2007to Raise Total of $1.25 Million Financing.
9/27/2007Mineralfields Group Invests Another $500,000 In Astral Minin...
9/25/2007Increases Offering to $750,000
9/21/2007To Raise $500,000
9/11/2007Announces Commencement of Phase II Drilling at the Jumping J...
4/30/2007Commences Airborne Geophysical Survey on Chenier Copper-Gold...
4/27/2007Raises $1,250,000.00
4/5/2007Closes Financing with MineralFields Group
3/15/2007JV with Gold Summit
2/22/2007Acquires Additional Gold Properties In Nevada
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