Oremex Resources Inc.
TSX VENTURE : ORM
OTCQX : ORXRF
FRANKFURT : OSI

Oremex Resources Inc.

April 25, 2011 08:30 ET

Oremex Provides Update on the Spin-Out of Its Gold Assets

TORONTO, ONTARIO--(Marketwire - April 25, 2011) -

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

Oremex Resources Inc. (TSX VENTURE:ORM)(OTCQX:ORXRF)(FRANKFURT:OSI) ("Oremex Resources") and 7678576 Canada Inc. ("Oremex Gold"), a subsidiary of Oremex Resources, are pleased to announce that they have signed the definitive Amalgamation Agreement and Share Exchange Agreement in relation to the proposed spin-out of Oremex Resources' gold assets in Mexico with Black Birch Capital Acquisition I Corp ("Black Birch"), a capital pool company ("Proposed Transaction"). Please see Press Release issued by Oremex Resources dated March 1, 2011.

All terms and conditions as outlined in the March 1, 2011 press release remain substantially unchanged with the exception of the non-brokered private placement (the "Offering"). The Offering has been amended from a share offering to a unit offering. Each unit priced at $0.25 will consist of one common share and a half-common share purchase warrant. Each full common share purchase warrant will entitle the holder to subscribe for one additional common share for a period of 36 months following closing of the qualifying transaction by paying an additional $0.35.

Completion of the Offering and the Proposed Transaction will be subject to receipt of all regulatory approvals, including the approval of the TSX Venture Exchange.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

About Oremex Gold:

Oremex Gold is a wholly owned subsidiary of Oremex Resources. Oremex Gold holds certain assets comprising the gold properties of Oremex Resources which includes the San Lucas, Santa Catarina, Maco and Navidad properties located in Mexico, all of which are considered by Oremex to be promising, early-stage mineral properties. At this stage, preliminary exploration and development work has been conducted on these properties, however there can be no assurances that any significant mineralization will be discovered on any of these properties.

San Lucas is expected to be the material property of the resulting issuer of the Proposed Transaction, and is the subject of a technical report filed on National Instrument Form 43-101F1. The San Lucas property is located 86 kilometres north of the city of Durango and accessed via paved highway, consists of 7 (seven) mineral concessions covering approximately 1,235 hectares. San Lucas consists of a series of northeast trending gold and silver mineralized shear zones in volcanic and sedimentary rocks. Oremex has designed a drilling program based on field sampling and mapping. Field work has been focused to define drill targets to test the gold mineralization present in a silicified dacite dike, which outcrops extensively on the concessions. A total of 220 samples have been collected along the silicified dacite dike, which also has cross cutting mineralized dikes, significantly adding to tonnage potential. The dike has three more intensely mineralized segments; the 330m long North zone reports silver grades to 1,856 g/t and gold grades to 1.06 g/t, the 800m long Central Zone reports gold grades to 1.68 g/t and the 180m long South Zone reports gold grades to 0.82 g/t. The mapped strike length of the silicified dacite dike is 2.0 km. Oremex secured access rights to the San Lucas property for a period of 30 years, renewable at the company's option for another 30 years. The work reported was completed under the supervision of Michael R. Smith, President, CEO and Director of Oremex Resources Inc., a Registered Geologist and a Qualified Person as defined in National Instrument 43-101.

Cautionary Note Regarding Forward-looking Statements

Certain statements contained in this news release may constitute forward-looking information, (collectively "forward-looking information") within the meaning of Canadian securities laws. Forward-looking information may relate to this news release and other matters identified in Oremex' public filings, anticipated events or results and can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to capital and operating expenditures, economic conditions, availability of sufficient financing, receipt of approvals, satisfaction of closing conditions and any and all other timing, development, operational, financial, economic, legal, regulatory and/or political factors that may influence future events or conditions. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner, those disclosed in any other public filings of Oremex, and include the ultimate availability and final receipt of required approvals, sufficient working capital for development and operations, access to adequate services and supplies, availability of markets for products, commodity prices, foreign currency exchange rates, interest rates, access to capital markets and other sources of financing and associated cost of funds, availability of a qualified work force, availability of manufacturing equipment, no material changes to the tax and regulatory regime and the ultimate ability execute its business plan on economically favorable terms. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in other Oremex filings at www.sedar.com and other unforeseen events or circumstances. Other than as required by law, Oremex does not intend, and undertakes no obligation, to update any forward looking information to reflect, among other things, new information or future events.

Neither the TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Oremex Resources Inc.
    John Carlesso
    Executive Chairman
    416.309.4320
    info@oremex.com