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    REX   CA68616X1006

OREX MINERALS INC.

(REX)
  Report
Delayed Bourse de Toronto  -  09:59 2022-11-25 am EST
0.0500 CAD   +25.00%
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Orex Minerals : NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

09/14/2022 EST

OREX MINERALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual General and Special Meeting ("Meeting") of the shareholders of Orex Minerals Inc. (the "Company") will be held at Suite 300 - 1055 W Hastings Street, Vancouver, British Columbia, on Wednesday, October 26, 2022, at 11:00 a.m. (Vancouver time) for the following purposes:

  1. To receive and consider the audited financial statements of the Company for the year ended April 30, 2022, together with the auditor's report thereon.
  2. To appoint the auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors.
  3. To fix the number of directors at five.
  4. To elect the directors for the ensuing year.
  5. To consider, and if thought advisable, to approve an ordinary resolution authorizing, ratifying and confirming the Company's stock option plan (the "Stock Option Plan"), as more particularly described in the accompanying management information circular dated September 15, 2022 (the "Circular").
  6. To consider, and if thought advisable, to approve an ordinary resolution authorizing, ratifying and confirming certain amendments to the Stock Option Plan to ensure compliance with the new Policy 4.4 - "Security Based Compensation" of the TSX Venture Exchange Corporate Finance Manual, as more particularly described in the Circular.

In addition, shareholders will be asked to consider any amendment or variation of a matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof.

To reduce printing and mailing costs, we are using the notice and access provisions under National Instrument 54- 101 - Communication with Beneficial Owners of Securities of a Reporting Issuer to deliver the Circular and other materials for the Meeting (the "meeting materials"). You can access copies of the meeting materials and our management's discussion and analysis and annual audited financial statements for the year ended April 30, 2022 on our website at https://orexminerals.com/investors/annual-general-meeting/and on our SEDAR profile at www.sedar.com. To receive free printed copies of the meeting materials, please contact our Corporate Secretary by: (i) email: sandi@belcarragroup.com; or (ii) mail: Suite 300, 1055 West Hastings Street, Vancouver, BC V6E 2E9.

A registered shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his duly executed form of proxy with Computershare Investor Services Inc., at 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 not later than 11:00 a.m. (Vancouver time) on October 24, 2022 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person are requested to date, complete, sign and return the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Non-registered shareholders who would like to attend the Meeting should complete and return the materials they received in accordance with the instructions from their broker or other intermediary to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are a non-registered shareholder.

DATED at Vancouver, British Columbia, this 15th day of September 2022.

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Bernard Whiting

Bernard Whiting, President, CEO and Director

OREX MINERALS INC.

300 - 1055 West Hastings Street

Vancouver, BC V6E 2E9

Phone: 604-687-8566

INFORMATION CIRCULAR

(As at September 15, 2022 except as otherwise indicated)

- 1 -

MANAGEMENT SOLICITATION

This information circular (the "Circular") is furnished to you in connection with the solicitation of proxies by management of Orex Minerals Inc. ("we", "us", "Orex" or the "Company") for use at the annual general and special meeting (the "Meeting") of shareholders of the Company ("Orex Shareholders") to be held at 11:00 a.m. (Vancouver time) on Wednesday, October 26, 2022, and at any adjournment of the Meeting. It is expected that the solicitation of proxies will be primarily by mail using the notice and access provisions described below but our officers, directors and employees may also, without receiving special compensation, contact Orex Shareholders by telephone, electronic means, or other personal contact. We will not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse Orex Shareholders, nominees, or agents for their costs of obtaining authorization from their principals to sign forms of proxy. We will pay the expenses of this solicitation.

While as of the date of this Notice, we are intending to hold the Meeting in physical face to face format, we are continuously monitoring the current coronavirus (COVID-19) outbreak. In light of the rapidly evolving news and guidelines related to COVID-19, we ask that, in considering whether to attend the Meeting in person, shareholders follow, among other things, the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html)and any applicable additional provincial and local instructions. You should not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days prior to the Meeting. Further, in accordance with the most recent Public Heath Order ("PHO") guidance issued by the province of British Columbia, shareholders who wish to attend the Meeting should note the following: (i) masks will be required to be worn by all shareholders who attend the Meeting as the Meeting is being held indoors; and (ii) proof of vaccination may be required by the Company to attend the Meeting. For more information on the PHO and/or to obtain your BC Vaccine Card, please visit https://www2.gov.bc.ca/gov/content/covid-19/info/response.

All shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in this Circular.

We reserve the right to take any additional precautionary measures we deem appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak including, if we consider necessary or advisable, providing a webcast version of the Meeting and/or hosting the Meeting solely by means of remote communication. Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release. Please monitor our press releases as well as our website at www.orexminerals.comfor updated information. We advise you to check our website one week prior to the Meeting date for the most current information. We do not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

GENERAL PROXY INFORMATION

Notice and Access Provisions

Pursuant to National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"),and in an effort to reduce printing and mailing costs, we are using the notice and access provisions under NI 54-101to deliver the Circular, management's discussion and analysis and annual audited financial statements for the year ended April 30, 2022, and other materials (collectively, the "meeting materials") for the Meeting. Instead of receiving printed copies of the meeting materials, you will receive a notice with information on the meeting date, where it is being held and when, as well as information on how you may access the meeting materials electronically. The Company is providing paper copies of the Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials. You can access electronic copies of the meeting materials on our website, https://orexminerals.com/investors/annual-general-meeting/, and on our SEDAR profile, www.sedar.com. You can also request printed copies of the meeting materials in advance of the Meeting, however your request should be sent to the Company so we receive it by Wednesday, October 12, 2022 in order to allow sufficient

Orex Minerals Inc - 2022 Information Circular

- 2 -

time for you to receive the printed copies and return your proxy or voting instruction form to intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time set for the Meeting or any adjournments or postponements thereof. To receive free printed copies of the meeting materials, please contact our Corporate Secretary by: (i) email: sandi@belcarragroup.com; or (ii) mail: Suite 300, 1055 West Hastings Street, Vancouver, BC V6E 2E9.

Appointment of Proxyholders

The persons named as proxyholders in the enclosed form of proxy are the Company's directors or officers. As an Orex Shareholder, you have the right to appoint a person or company (who need not be a shareholder) in place of the persons named in the form of proxy to attend and act on your behalf at the Meeting. To exercise this right, you must either insert the name of your representative in the blank space provided in the form of proxy and strike out the other names or complete and deliver another appropriate form of proxy.

A proxy will not be valid unless it is dated and signed by you or your attorney duly authorized in writing or, if you are a corporation, by an authorized director, officer, or attorney of the corporation.

Voting by Proxy

The persons named in the accompanying form of proxy will vote or withhold from voting the shares represented by the proxy in accordance with your instructions, provided your instructions are clear. If you have specified a choice on any matter to be acted on at the Meeting, your shares will be voted or withheld from voting accordingly. If you do not specify a choice or where you specify both choices for any matter to be acted on, your shares will be voted in favour of all matters.

The enclosed form of proxy gives the persons named as proxyholders discretionary authority regarding amendments to or variations of matters identified in the Notice of Meeting and any other matter that may properly come before the Meeting. As of the date of this Circular, our management is not aware of any such amendment, variation or other matter proposed or likely to come before the Meeting. However, if any amendment, variation or other matter properly comes before the Meeting, the persons named in the form of proxy intend to vote on such other business in accordance with their judgment.

You may indicate the manner in which the persons named in the enclosed proxy are to vote on any matter by marking an "X" in the appropriate space. If you wish to give the persons named in the proxy a discretionary authority on any matter described in the proxy, then you should leave the space blank. In that case, the proxyholders nominated by management will vote the shares represented by your proxy in accordance with their judgment.

Completion and Return of Proxy

You must deliver the completed form of proxy to the office of the Company's registrar and transfer agent, Computershare Investor Services Inc. (contact information below), or to the Company's head office at the address listed on the cover page of this Circular, by Monday, October 24, 2022 at 11:00 a.m. (Vancouver time), which is not less than 48 hours (Saturdays, Sundays, and holidays excepted) before the scheduled time of the Meeting (or any adjournment, as applicable).

Mail:

Computershare Investor Services Inc.

Proxy Dept.

100 University Avenue, 9th Floor

Toronto, Ontario M5J 2Y1

Fax:

Within North America: 1-866-249-7775

Outside North America: 1-416-263-9524

Orex Minerals Inc - 2022 Information Circular

Disclaimer

Orex Minerals Inc. published this content on 14 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2022 18:39:10 UTC.


ę Publicnow 2022
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Financials
Sales 2022 - - -
Net income 2022 -2,32 M -1,74 M -1,74 M
Net cash 2022 3,30 M 2,47 M 2,47 M
P/E ratio 2022 -5,24x
Yield 2022 -
Capitalization 9,37 M 7,01 M 7,01 M
EV / Sales 2021 -
EV / Sales 2022 -
Nbr of Employees -
Free-Float 78,6%
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Income Statement Evolution
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Mean consensus BUY
Number of Analysts 1
Last Close Price 0,05
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Spread / Average Target -
Managers and Directors
Bernard Henry Whiting President, Chief Executive Officer & Director
N. Ross Wilmot Chief Financial Officer & Director
Arthur Charles Freeze Independent Director & Geologist
William Harry White Independent Director
David R. Gunning Director
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