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Orex Closes $1 Million First Tranche of Private Placement

Financings

111943988 v3

June 23, 2020

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

Orex Closes $1 Million First Tranche of Private Placement

Vancouver, BC – Orex Minerals Inc. – (TSX.V: REX – OTCQB: ORMNF) (“Orex” or the “ Company”) is

pleased to announce that it has closed the first tranche (the “First Tranche”) of its non-brokered private

placement (the “Offering”) announced on May 26, 2020. The First Tranche was comprised of 12,362,500

units of the Company (the “ Units”) issued at a price of $0. 08 per Unit for aggregate gross proceeds of

$989,000. Each Unit consists of one common share (each a “Common Share”) and one-half of a common

share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant entitles the holder thereof to

acquire one Common Share at the price of $0. 20 per share for a period of 24 months from closing. The

Common S hares and Warrants, and any Common S hares issu able upon the exercise of the Warrants ,

issued pursuant to the First Tranche are subject to a statutory hold period expiring on October 24, 2020.

Orex intends to use the net proceeds of the Offering to maintain its 40% share of the Sandra Project in

good s tanding and fund its 40% share of the upcoming work program, and for general corporate and

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 First Tranche, Orex paid

finder’s fees of: (i) $18,180 to Haywood Securities Inc; and (ii) $600 to Red Cloud Securities Inc.

The issuance of 3,000,000 Units to insiders of the Company under the First Tranche, being approximately

24% of the Units sold under the First Tranche, is considered a related party transaction pursuant to

Multilateral Instrument 61 -101. The Company is relying on exemptions from the formal valuation and

minority shareholder approval requirements provided under sections 5.5(a) and 5.7 (1)(a) of Multilateral

Instrument 61-101 on the basis that participation in the Offering by insiders does not exceed 25% o f the

fair market value of the Company’s market capitalization.

The Units and underlying securities to be issued under the Offering have not been and will not be

registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be

offered or sold in the United States or to U.S. Persons absent registration or an applicable exemption from

registration. 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.

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ABOUT OREX MINERALS INC.

Orex Minerals Inc. is a mineral exploration company focused on precious and base metals exploration in

Mexico and Canada. Orex has several current projects: Two projects are located in Durango State, Mexico,

the Sandra Silver Project with Pan American Silver Corp. and the Coneto Silver-Gold Project with Fresnillo

PLC. The third project is the Jumping Josephine Gold P roject in British Columbia, Canada. Orex is under

the management provided by the experienced Belcarra Group Management Ltd. ( the “Belcarra Group”).

The Belcarra Group is comprised of highly qualified mining professionals.

ON BEHALF OF THE BOARD OF DIRECTORS

Gary Cope

President

For further information, please contact Orex Minerals Inc. at 604 -687-8566x228, email

[email protected] or [email protected] or visit our website www.orexminerals.com.

This News Release may contain forward-looking statements, including, but not limited to, statements with

respect to the receipt of approvals for the Offering, closing of the Offering, use of proceeds of the Offering,

timing and content of upcoming work programs, geological interpretations, receipt of property titles,

potential mineral recovery processes, etc. 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,

competition and other risks and uncertainties, including those described in the Company ’s financial

statements and management discussion and analysis ( “MD&A”) available on www.sedar.com. The risk

factors identified in the financial statements and MD&A 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 Orex 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 the policies

of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.