Rex Opportunity Corp.

Rex Opportunity Corp.

July 30, 2012 09:47 ET

Corporate Update-Announces Contingent Liability Indemnity Agreement

TORONTO, ONTARIO--(Marketwire - July 30, 2012) - Rex Opportunity Corp. (the "Company") announces it has entered into a contingent liability indemnity agreement (the "Agreement") with Turtle & Star Finance Corp. ("Turtle & Star"), 25 Adelaide Street East, Suite 1900, Toronto, Ontario, pursuant to which Turtle & Star will provide the Company with a contingent liability indemnity against certain contingent liabilities and unresolved legal disputes, known and unknown, and the Company will issue to Turtle & Star 7,500,000 common shares of the Company at $0.10 per share representing 60.88% of the issued and outstanding common shares. As a result, Turtle & Star will own 7,500,000 common shares of the Company representing 60.88% of the issued and outstanding common shares. Turtle & Star is acquiring ownership of the common shares for investment purposes and does not presently have any future intention to acquire ownership or control over additional securities of the Company however, may do so depending on market conditions and other strategic considerations. Shares of the Company are currently not listed on any market.

The entering into of the Agreement constitutes a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). An officer and director of the Company is also a director, officer and shareholder of Turtle & Star. The Company relied on the financial hardship exemptions from the formal valuation and minority shareholders' approval requirements of MI 61-101. A committee of independent directors of the Company reviewed and approved the transaction and there has been no contrary view or abstention by any independent director.

No securities regulatory authority, stock exchange or regulatory services provider has reviewed or accepts responsibility for the content of this release.

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