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TXM Triex Minerals Corp Com Npv

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Share Name Share Symbol Market Type
Triex Minerals Corp Com Npv TSXV:TXM TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Diamondex and Triex Business Combination

22/10/2009 6:14pm

Marketwired Canada


Diamondex Resources Ltd., (TSX VENTURE:DSP) ("Diamondex") and Triex Minerals
Corporation, (TSX VENTURE:TXM) ("Triex") are pleased to announce they have
entered into a definitive Arrangement Agreement (the "Agreement") through which
the companies intend to combine (the "Transaction") by way of a plan of
arrangement to create a more diverse, multi-commodity company with a portfolio
of established exploration properties located in Ontario, Saskatchewan, Alberta
and northern Canada.


The basic terms of the Agreement were jointly announced when the companies
entered into a binding letter of intent on August 13, 2009. The Transaction and
the terms of the Agreement are described in detail in the joint management
information circular that is expected to be mailed to the shareholders of both
companies on October 22, 2009. The meetings for both companies' shareholders to
vote on the Transaction, originally scheduled for late October, have been
rescheduled and now will be held in the Shuswap Room of the Four Seasons Hotel,
791 Georgia Street, Vancouver, B.C. on Thursday, November 19, 2009 at 9:00 am
(Triex) and 11:00 am (Diamondex). Shareholders of record as of September 21,
2009 will receive proxies by mail to vote by proxy representation at the
applicable meetings. Shareholders or record may also vote in person at the
applicable meetings. At least 66 2/3% of the votes cast by the Triex
shareholders and a majority of the votes cast by Diamondex shareholders are
needed to approve the Transaction and related matters.


The Transaction is also subject to regulatory and court approval. The
Transaction is expected to close in early December. Upon closing, Triex
shareholders will hold approximately 48% of the combined company.


Because several individuals are members of the Boards of directors of both
Diamondex and Triex, the respective Boards established special committees (the
"Special Committees") comprised only of disinterested directors to negotiate the
terms of the Agreement and related matters. The Agreement was unanimously
approved by the Special Committees, who recommend that their respective
companies' shareholders vote in favour of the Transaction. The members of the
Boards of both companies have entered into lock-up agreements comprising
approximately 11.9% and 9.1%, respectively, of the issued and outstanding common
shares of Diamondex and Triex, pursuant to which such persons have agreed to
vote in favour of the Transaction.


Haywood Securities Inc. is acting as financial advisor to the Diamondex Special
Committee and has provided an opinion to the committee that, subject to certain
assumptions and limitations set out therein, the consideration to be paid by
Diamondex to the holders of the Triex shares in connection with the Transaction
is fair, from a financial point of view, to Diamondex and its shareholders.
Raymond James Ltd. is acting as financial advisor to the Triex Special Committee
and has provided an opinion to the committee that, subject to certain
assumptions and limitations set out therein, the Transaction is fair, from a
financial point of view, to the Triex shareholders. Anfield Sujir Kennedy &
Durno is legal advisor to Diamondex, while Gowling Lafleur Henderson LLP is
legal advisor to Triex.


The companies also announce that their respective Special Committees approved an
amendment to the Bridge Loan facility provided by Triex to Diamondex (also
described in the August 13, 2009 joint press release) whereby the principal
amount available to Diamondex under the facility has been increased by $500,000,
to a total of $1,000,000.


ABOUT DIAMONDEX

Diamondex was founded as an exploration company focused on the discovery of
primary diamond deposits in Canada. Through the advancement of original
conceptual models and the successful execution of regional exploration plays,
the Company assembled a property portfolio that, at its peak, exceeded nine
million acres. In 2007 the Company, along with Shore Gold Inc., acquired the
option to earn up to a shared 72.5% interest in the Buffalo Hills Joint Venture
in central Alberta, which hosts the third largest kimberlite field in Canada.


More recently, Diamondex acquired, through staking, 414,000 acres in the "Ring
of Fire" district of northern Ontario, currently one of the most active
exploration districts in Canada. This extensive land position, which contains
numerous geophysical anomalies, protects a package of supracrustal rocks that
potentially host both base and precious metal deposits.


ABOUT TRIEX

Triex explores for uranium deposits with the potential for low cost production,
located in areas with established infrastructure, in jurisdictions where
permitting is favourable and where government policies are supportive of uranium
exploration and development activities. Its current portfolio includes four
properties in the Athabasca Basin of northwestern Saskatchewan, the world's
premier exploration district for high grade uranium deposits and in the Hornby
Bay Basin, Nunavut, where it holds a 50% interest in the Mountain Lake uranium
deposit.


FORWARD LOOKING INFORMATION

This news release includes certain forward-looking information concerning the
proposed Transaction. Forward-looking information is frequently identified by
such words as "may", "will", "plan", "expect", "anticipate", "estimate",
"intend" and similar words referring to future events and results.
Forward-looking information is based on the current opinions and expectations of
management. All forward-looking information is inherently uncertain and subject
to a variety of assumptions, risks and uncertainties, including the speculative
nature of mineral exploration and development, fluctuating commodity prices,
competitive risks, the availability of financing and risks associated with
business combination transactions, as described in more detail in each of
Triex's and Diamondex's securities filings available at www.sedar.com. Actual
events or results may differ materially from those projected in the
forward-looking information and the reader is cautioned against placing undue
reliance thereon. Neither Triex nor Diamondex assumes any obligation to revise
or update this forward-looking information, except as required by applicable
securities law.


DIAMONDEX RESOURCES LTD.             

Randy C. Turner, President

TRIEX MINERALS CORPORATION

Michael H. Gunning, President

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