Orex Minerals Announces Non-Brokered Private Placement of up to $2 Million

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May 26, 2020

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

UNITED STATES

Orex Minerals Announces Non-Brokered Private Placement of up to $2 Million

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

pleased to announce that the Company intends to undertake a private placement financing (the

“Offering”) to raise gross proceeds of up to $2,000,000 from the sale of up to 2 5,000,000 units (“Units”)

at a price of $0.08 per Unit, with each Unit consisting of one common share of the Company and one-half

of one warrant. Each whole warrant is exercisable for one common share for a period of two years at a

price of $0.20 per share. The Company expects that certain insiders of the Company will participate in the

Offering.

Orex intends to use the net proceeds of the Offering to maintain its 40% share of the Sandra -Escobar

Project in good standing and fund its 40% share of the upcoming work program, and for general corporate

and working capital purposes.

The Offering is scheduled to close on or about June 18, 2020. 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 financing of this nature. All securities issued pursuant to the Offering will be subject to a

four-month and one day hold period from the closing of the Offering. If the Offering is fully subscribed,

the Company expects to have 143,731,379 common shares issued and outstanding after close of the

Offering.

The issuance of Units to insiders pursuant to the Offering will be considered a related party transaction

under Multilateral Instrument 61 -101. The Company will be relying on exemptions from the formal

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

Multilateral Instrument 61-101 on the basis that participation in the Offering by insiders does not exceed

25% of the fair market value of the Company's market capitalization.

The Company has agreed to pay a finder’s fee in respect of those purchasers under the Offering introduced

to the Company by Eventus Capital Corp. and Red Cloud Securities Inc. (each a “Finder” and together, the

“Finders”). 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.

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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.

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

Fresnillo PLC .The third project is the Jumping Josephine Gold Project in British Columbia, Canada. Orex is

under the management provided by the experienced Belcarra Group Management Ltd. (“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) 687-8566 x228,

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.