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REX.V ·

Orex Minerals Closes Warrant Exercise Incentive Program

Financings Share Capital & Compensation

Orex Minerals Closes Warrant Exercise

Incentive Program

VANCOUVER, BC

,

Nov. 12, 2024

/CNW/ -

Orex Minerals Inc.

(TSXV: REX) (OTCQB: ORMNF)

("Orex" or the "Company")

is pleased to announce the completion of the Company's warrant

exercise incentive program previously announced on

October 7

and extended on

November 1, 2024

(the "

Incentive Program

") raising approximately

$1.2 million

.

A total of 6,366,282 common shares in the capital of the Company (each a "

Common Share

") were

issued upon the exercise of 6,366,282 outstanding share purchase warrants (the "

Outstanding

Warrants

") permitted to participate under the Incentive Program, providing gross proceeds of

$1,209,594

to REX from the Incentive Program (at

$0.19

per Outstanding Warrant).

For every Outstanding Warrant exercised, the holders of such Outstanding Warrant received the one

Common Share to which they were otherwise entitled under the terms of the Outstanding Warrants

and one common share purchase warrant (each whole warrant, an "

Incentive Warrant

"). Each

Incentive Warrant allows the holder to acquire one Common Share at an exercise price of

$0.25

for

a period of two years following the date of the issuance of the Incentive Warrant. A total of

6,366,282 Incentive Warrants were issued pursuant to the Incentive Program.

Holders of 7,891,617 Outstanding Warrants were eligible to participate in the Incentive Program. For

those holders of Outstanding Warrants who chose not to participate in the Incentive Program, such

Outstanding Warrants will remain outstanding and continue to be exercisable for Common Shares on

their current terms (including the amended exercise price of

$0.19

per Outstanding Warrant) until

their applicable expiry date, at which time any Outstanding Warrants that remain unexercised will

expire and be cancelled pursuant to their terms.

The proceeds from the early exercise of the outstanding Warrants will be used for general working

capital.

The Incentive Warrants issued pursuant to the Incentive Program, and the Common Shares issuable

on exercise thereof, are subject to a hold period ending

March 9, 2025

. The Incentive Program is

subject to the final acceptance of the TSX Venture Exchange.

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

/s/

John Eren

John Eren

CEO

STAY CONNECTED

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Neither the 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.

Cautionary Note Regarding Forward-Looking Statements:

This release contains "forward

looking information" or "forward-looking statements" within the

meaning of Canadian securities laws, which may include, but are not limited to statements relating

to receipt of TSXV acceptance of the proposed repricing of the Warrants, receipt of TSXV

acceptance of the proposed Incentive Program, participation by any holder of Warrants in the

Incentive Program and the use of proceeds received from exercise of the outstanding Warrants. All

statements in this release

,

other than statements of historical facts, that address events or

developments that the Company expects to occur, are forward-looking statements. Forward-looking

statements are statements that are not historical facts and are generally, but not always, identified

by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects",

"potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or

"should" occur. Although the Company believes the expectations expressed in such forward-

looking statements are based on reasonable assumptions, such statements are not guarantees of

future performance and actual results may differ from those in the forward-looking statements.

Such forward-looking information reflects the Company's views with respect to future events and is

subject to risks, uncertainties and assumptions. 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 gold and other commodities, operating hazards and risks inherent in

the resource industry, competition and other risks and uncertainties, including those described in

the Company's financial statements and/or management discussion and analysis available on

www.sedarplus.ca

. The Company does not undertake to update forward

looking statements or

forward-looking information, except as required by law

.

SOURCE

Orex Minerals Inc.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/November2024/12/c7865.html

%SEDAR: 00013850E

For further information:

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

8566, email [email protected] or visit our website www.orexminerals.com.

CO: Orex Minerals Inc.

CNW 16:59e 12-NOV-24