Oremex Resources Inc.

Oremex Resources Inc.

August 15, 2011 07:59 ET

Oremex Receives Final TSX-V Approval for the Spin-Out of Its Gold Assets

TORONTO, ONTARIO--(Marketwire - Aug. 15, 2011) -


Oremex Resources Inc. (TSX VENTURE:ORM)(OTCQX:ORXRF)(FRANKFURT:OSI) ("Oremex Resources") is pleased to announce that, further to its press release dated July 28, 2011 (the "Prior Release") announcing the completion of its spin-out transaction of its gold assets (the "Transaction") to Black Birch Capital Acquisition I Corp. ("Black Birch"), Black Birch has received final TSX Venture Exchange ("TSX-V") acceptance in respect of the Transaction. Trading in the common shares of Black Birch on the TSX-V will resume on Monday August 15, 2011 under the trading symbol "BBC".

Subsequent to the closing of the Transaction, Oremex Resources intends to change its name to name to "Oremex Silver Inc." and to apply to the TSX-V for a new trading symbol. The name change was approved by Oremex Resources shareholders at its annual and special meeting of shareholders held June 27, 2011. Oremex Resources will provide further updates in this regard once additional details concerning its name change and new trading symbol are known.

The Prior Release indicated, among other things, that, in connection with the transaction: (i) Oremex Resources received 14,000,000 common shares and 2,000,000 warrants of Black Birch and a promissory note for $250,000 in exchange for 100 series 1 preference shares of 7678576 Canada Inc. ("Oremex Gold"), a wholly owned subsidiary of Oremex Resources; (ii) Oremex Gold amalgamated with 7834845 Canada Inc., a wholly-owned subsidiary of Black Birch (the "Amalgamation") with the amalgamated entity ("Amalco") becoming a wholly-owned subsidiary of Black Birch; and (iii) subscription receipt holders of Oremex Gold received 17,424,000 common shares and 8,712,000 warrants in Oremex Gold which, upon the Amalgamation, were converted on a one-to-one basis into common shares and warrants of Black Birch. Accordingly, as of the date hereof, there are 34,766,520 common shares of Black Birch outstanding.

About Oremex Resources

Oremex is a Canadian-based exploration company with a focus on the acquisition and development of mineral properties in Mexico. The Company's most advanced project Tejamen has an inferred mineral resource of 50.8 million ounces of silver in a total of 22.6 million tonnes grading a silver-equivalent of 69.8 grams per tonne (Wardrop Engineering Report NI 43-101 compliant April 2006). Snowden Mining Industry Consultants completed a Preliminary Assessment Study (NI 43-101 compliant October 2006) demonstrating that the project can support a 10,000 tonne per day open pit, heap leach mining operation. The Company continues with discussions with various federal and state government officials and the Ejido of Tejamen (governing authority for the village and surrounding lands) for surface access rights at the Tejamen Property.

National Instrument 43-101 requires the following statement: that the preliminary assessment is preliminary in nature, that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary assessment will be realized.

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.

Cautionary Note Regarding Forward-looking Statements

Certain statements contained in this news release may constitute 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's public filings. Forward-looking information and 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 does not undertake any 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.

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