Philex Gold Announces Leading Independent Proxy Advisory Firm RiskMetrics Group Recommends Minority Shareholders Support Propose

  Philex Gold Inc. (TSX VENTURE: PGI) ("PGI" or "Company") announces that RiskMetrics Group ("RiskMetrics"), a leading independent proxy advisory firm, has published a report recommending that PGI shareholders vote in favour of the resolutions approving the reduction in the Company's stated capital and the previously announced plan of arrangement (the "Transaction") whereby PGI's shares will be acquired for US$0.75 per share.

RiskMetrics, in recommending that shareholders vote FOR the Transaction concluded that: "the offer to the minority shareholders has been made at a satisfactory premium to the market price. In view of the large shareholding by the Acquirer, it would be difficult for minority shareholders to seek alternate avenues to seek better value for their holdings. Under the circumstances, this is a satisfactory outcome for the minority shareholders. Approval of the Arrangement is warranted."

As announced on February 25, 2010, PGI has entered into an arrangement agreement with Philex Mining Corporation ("PMC") and Philex Gold Holdings Inc. ("PGHI") whereby PMC would indirectly acquire, through PGHI, all of the outstanding common shares of PGI from the existing minority shareholders for US$0.75 per PGI share by means of a statutory plan of arrangement, which includes a court approval process. The Company has mailed its management proxy circular in connection with the special meeting of its shareholders to be held on April 15, 2010. The Circular is also available online at www.sedar.com.

In response to the RiskMetrics analysis, Rogelio Laraya, the President of PGI stated: "We are pleased that RiskMetrics has recommended that shareholders vote to support the Transaction as it represents important, independent support of our view that the Transaction is fair from a financial point of view and deserves the support of minority shareholders. The all cash offer, representing a significant premium over the average trading price during the 30 trading days prior to the announcement of the Transaction, provides certainty of value and liquidity to PGI shareholders."

"In the absence of the Transaction, shareholders face the risk that PGI will be adversely affected by the continuing challenges it faces with financing its operations, which financing, if not obtained, could result in the Company not being able to continue as a going concern, could result in dilution to its joint venture interests or could result in the need to seek creditor protection, among other possibilities," Mr. Laraya concluded.

Reasons to Vote FOR the Transaction

The Transaction has been unanimously approved by the Board of Directors of the Company, following the unanimous recommendation of a special committee comprised of independent PGI directors. The Board recommends that holders of PGI shares vote FOR the Stated Capital Reduction Resolution and the Arrangement Resolution.

Reasons to submit your vote to support the transaction prior to the April 13, 2010 proxy vote deadline are as follows:

--  The consideration of US$0.75 (the "Consideration") represents a premium
    of approximately 223% over the 30-day volume weight average price at
    which PGI shares traded on the TSX Venture Exchange (the "TSXV") prior
    to receipt of the proposal from PMC and a premium of approximately 95%
    over the price at which the PGI shares traded on the TSXV prior to the
    announcement of the Transaction;

--  The Consideration represents a favourable premium over the market price
    when compared to comparable transactions;

--  The Consideration represents a fair value for the assets, interests and
    operations of PGI, in particular having regard to the risks and
    opportunities associated with the Silangan project and was comparable to
    the price paid by PMC to Anglo American Exploration (Philippines) BV
    ("Anglo") in February 2009 to purchase Anglo's joint venture interest
    and other rights in the Silangan joint venture;

--  The PGI shares do not trade regularly or in significant volumes on the
    TSXV and this illiquidity would make it extremely difficult for PGI
    shareholders to sell a significant number of PGI shares at prevailing
    market prices, whereas the Transaction provides an opportunity to
    minority shareholders to liquidate their holdings at a substantial
    premium to market prices;

--  There is very little likelihood that any alternative transaction will
    materialize, particularly in light of PGHI's significant shareholding
    position in the Company;

--  PGI's assets will require significant time and significant funding to
    develop and are subject to the usual risk and uncertainties of mining
    exploration;

--  PGI's interest in its principal asset, the Silangan project, will be
    reduced to 20% upon delivery by PMC of a bankable feasibility study.
    PGI's other exploration projects are largely inactive;

--  PGI has no revenue and significant outstanding debt, including
    approximately US$63.4 million owing to PMC and PGHI, the majority of
    which matures on January 2, 2011, and PGI does not have readily
    available funds to repay such indebtedness;

--  IBK Capital Corp. has provided a fairness opinion, which provided that
    subject to the limitations and assumptions outlined therein, the
    financial terms and the Consideration to be received by the minority
    shareholders pursuant to the Transaction is fair, from a financial point
    of view, to the minority shareholders;

--  The Board of Directors of PGI has no basis to believe that PMC will
    increase its offer under any circumstances. Shareholders should not
    expect any increase in the value of the Consideration whatsoever;

--  If the Stated Capital Reduction Resolution and the Arrangement
    Resolution are not approved, and without PMC's continued support, PGI
    could become insolvent for the purposes of the Canada Business
    Corporations Act and will likely have no alternative but to seek
    creditor protection. PGI believes that after satisfaction of creditors'
    claims, there would likely be little or no proceeds remaining for
    shareholders.

How to Vote

Shareholders are encouraged to submit their vote now, and in any event, prior to the April 13, 2010 proxy vote deadline. Shareholders who have questions or require assistance voting their shares should contact the Company's proxy solicitor, Laurel Hill Advisory Group, toll-free at 1-877-304-0211.

Further information regarding the transaction is contained in the Management Proxy Circular has been prepared and mailed to PGI shareholders in connection with the Meeting. The Circular is also be available on SEDAR at www.sedar.com. All shareholders are urged to read the proxy circular as it contains additional important information concerning the Transaction.

FORWARD-LOOKING INFORMATION

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, information concerning the proposed transaction involving PGI, PGHI and PMC and matters relating thereto. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Assumptions upon which such forward-looking information is based include, without limitation, that the shareholders of PGI will approve the Transaction, that all required third party, court, regulatory and governmental approvals to the Transaction will be obtained and all other conditions to completion of the Transaction will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of PGI, PGHI and PMC and there is no assurance they will prove to be correct.

Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, among others, risks related to international operations; risks related to joint venture operations; actual results of current exploration activities; changes in project parameters as plans continue to be refined, future prices of resources; possible variations in reserves, grade or recovery rates, accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities as well as those risk factors discussed in the management discussion and analysis for the year ended December 31, 2008 for PGI available at www.sedar.com. Although PGI has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. PGI undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.

This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Permission to use quotations from the RiskMetrics report was neither sought nor obtained.

Contacts: Philex Gold Inc. Rogelio G. Laraya President [phone] [phone] (FAX) [e-mail] www.philexgold.com