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REX.V ·

Orex Minerals Announces $1 Million Private Placement

Financings

OREX MINERALS ANNOUNCES $1 MILLION

PRIVATE PLACEMENT

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWSWIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

/

VANCOUVER, BC

,

Nov. 28, 2023

/CNW/ -

Orex Minerals Inc.

(TSXV: REX) (OTCQB: ORMNF)

("

Orex

" or the "

Company

") is pleased to announce that the Company intends to undertake a non-

brokered private placement financing (the "

Offering

") to raise gross proceeds of up to

$1,000,000

from the sale of up to 6,666,667 units ("

Units

") at a price of

$0.15

per Unit, each Unit consisting of

one common share of the Company (each, a "

Share

") and one warrant (each, a "

Warrant

"). Each

Warrant will entitle the holder thereof to acquire one Share from the Company at a price of

$0.25

per Share for a period of 24 months from their date of issue.

The Company intends to use the net proceeds from the Offering for exploring its new Valenciana

Project in Zacatecas State and for general working capital purposes. Drill targets have been

identified on the main Valenciana structure, and a Phase-I diamond drilling program of 2000 to 3000

metres is proposed to test the down plunge projection of the mineralized shoots. In addition, some

geophysics to aid in delineating the higher temperature flow zones for this epithermal style of silver

and gold mineralization are planned.

The Offering is anticipated to close on or about

December 7, 2023

. The closing of the Offering is

subject to certain conditions, including the approval of the TSX Venture Exchange and certain other

conditions customary for a private placement of this nature. All securities issued pursuant to the

Offering will be subject to a statutory four month and one day hold period from their respective date

of issue.

The Company may pay a finder's fee in respect of those purchasers under the Offering introduced to

the Company by certain persons (each a "

Finder

"). Each Finder will receive a cash payment equal

to 6% of the gross proceeds received by the Company from purchasers under the Offering who

were introduced to the Company by such Finder.

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 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-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

Metals Project in Zacatecas State,

Mexico

. The fourth project is the Jumping Josephine Gold Project

in

British Columbia, Canada

. Orex is managed by the experienced Belcarra Group Management Ltd.

(the "

Belcarra Group

"), comprised of highly qualified mining professionals.

ON BEHALF OF THE BOARD OF DIRECTORS

B. H. Whiting. P.Geo.

President and CEO

FORWARD LOOKING STATEMENTS

This news release may contain forward-looking statements, including statements with respect to the

terms of the Offering, the receipt of regulatory approvals for 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, 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 the

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

release.

STAY CONNECTED

Follow on X (Twitter):

Orex Minerals (@OrexMinerals) / X (twitter.com)

Follow on LinkedIn:

Orex Minerals Inc. | LinkedIn

Follow on Facebook:

Orex Minerals | Facebook

SOURCE

Orex Minerals Inc.

View original content:

http://www.newswire.ca/en/releases/archive/November2023/28/c3800.html

%SEDAR: 00013850E

For further information:

please contact Orex Minerals Inc. at 604-687-8566, email

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

CO: Orex Minerals Inc.

CNW 09:00e 28-NOV-23