Orex, Fresnillo signs term sheet to sell Coneto

Mr. John Eren reports OREX MINERALS INC. ANNOUNCES SALE OF CONETO SILVER-GOLD PROJECT TO SILVER VIPER MINERALS Orex Minerals Inc. has entered into a binding term sheet dated Oct. 27, 2025, with Silver Viper Minerals Corp. and Fresnillo PLC to sell its interest in the Coneto silver-gold project, located in Durango, Mexico. Transaction summary Under the agreement, Silver Viper will acquire 100-per-cent ownership of the project from Orex and Fresnillo through an all-share transaction. Orex ownership sold:  38.79 per cent Fresnillo ownership sold:  61.21 per cent Consideration:  26.25 million common shares of Silver Viper at a deemed price of 80 cents per share Valuation:  The transaction values the project at approximately $15-million (U.S.) ($21-million). Postclosing ownership:  Fresnillo and Orex will hold approximately 17 per cent and 11 per cent of Silver Viper, respectively (undiluted). Additional terms:  anti-dilution rights granted to Fresnillo and formation of a technical committee for future project advancement Conditions:  Completion remains subject to customary conditions, including satisfactory due diligence, board approvals, and acceptance by the TSX Venture Exchange and other regulatory authorities. Finders' fees:  No finders' fees will be payable by Orex in connection with the transaction. Closing date:  The parties will work on closing the acquisition expeditiously and no later than January, 2026. As per TSX Venture Exchange policies, the acquisition constitutes a non-arm's-length transaction due to a shared director (Steve Cope). The transaction remains subject to TSX-V approval. Management commentary John Eren, president and chief executive officer of the company, commented: "This transaction reflects Orex's commitment to unlocking value for shareholders by monetizing our interest in Coneto while allowing the project to advance under Silver Viper's dedicated exploration platform. We are pleased that Silver Viper and Fresnillo will continue to move this high-quality asset forward, and we look forward to participating in its future success as a shareholder." About the Coneto silver-gold project The project is located approximately 100 kilometres north of Durango City, within the historic Coneto mining district, one of Mexico's oldest and most prolific silver-gold camps. The district hosts some of the country's most significant deposits, including Fresnillo, Guanajuato and Zacatecas, as well as nearby development projects such as La Preciosa (Avino Silver & Gold Mines Ltd.) and La Pitarrilla (Endeavour Silver Corp.). The project covers 4,995 hectares of mineral concessions previously held 55 per cent by Fresnillo and 45 per cent by Orex under an association agreement, with Fresnillo as the project operator. More than 40 known epithermal quartz veins have been mapped across several kilometres of strike, with some exceeding 20 metres in width and extending for over a kilometre. About Orex Minerals Inc. Orex Minerals is a precious and base metals exploration company with projects in Mexico and Canada. The company's portfolio includes the Sandra silver-gold project (Durango state, Mexico), in partnership with Pan American Silver Corp., and the Jumping Josephine gold project in British Columbia, Canada. Orex is led by an experienced team of mining and exploration professionals dedicated to value creation through strategic project advancement and partnerships. We seek Safe Harbor.