Philex Gold Inc.: Announcement

Philex Gold Inc. (TSX VENTURE:PGI) ("PGI" or "Company") announced today that it
has entered into a definitive arrangement agreement with Philex Mining
Corporation ("PMC") and Philex Gold Holdings Inc. ("PGHI") whereby PMC would
indirectly acquire, through PGHI, via a plan of arrangement, all of the
outstanding common shares of PGI from the existing minority shareholders for
US$0.75 per share (the "Transaction"). As a part of the Transaction, PGI would
transfer all of the shares of its wholly-owned subsidiary Philex Gold
Philippines Inc. to PGHI in exchange for a promissory note in the amount of
$82.4 million which would in turn be set off against the outstanding amounts
that PGI owes PGHI. Following completion of the Transaction, PGI will be a
wholly-owned subsidiary of PGHI. 


BOARD RECOMMENDATION

The Transaction has been unanimously approved by the board of directors of PGI,
following the unanimous recommendation of a special committee comprised of
independent PGI directors. The board of directors of PGI recommends that holders
of PGI shares vote in favour of the Transaction. The Transaction has also been
approved by the boards of directors of PMC and PGHI.


The definitive agreement also includes a commitment by PGI not to solicit or
initiate discussions concerning alternative transactions, including the sale of
material assets. PGI has agreed to pay a break fee of US$144,869 to PMC in
certain circumstances and has granted PMC the right to match competing offers. 


Certain directors and officers who hold PGI shares have agreed to vote in favour
of the Transaction.


Details regarding these and other terms of the transaction are set out in the
arrangement agreement, which will be filed by PGI on the SEDAR website at
www.sedar.com.


ADVISORS AND FAIRNESS OPINIONS

IBK Capital Corp. ("IBK") is acting as financial advisor to the special
committee of the board of directors of PGI (the "Special Committee") and IBK has
provided an opinion to the Special Committee of PGI that, subject to certain
assumptions and limitations set out therein, the proposed Transaction is fair,
from a financial point of view, to PGI shareholders. Fasken Martineau LLP is
acting as external legal counsel to PMC and PGHI, and Fogler, Rubinoff LLP are
acting as external legal counsel to PGI. Lang Michener LLP is acting as external
legal counsel to the Special Committee.


CLOSING

Completion of the Transaction is subject to customary conditions, including a
favourable vote of (i) two-thirds of the PGI common shares voted at a special
meeting of shareholders called to approve the Transaction (the "Meeting"), and
(ii) a majority of the minority shares voted at the Meeting and the receipt of
court and all necessary regulatory approvals.


Further information regarding the transaction will be contained in a proxy
circular that PGI will prepare and mail to its shareholders in connection with
the special meeting of shareholders to be held to approve the transaction. It is
expected that these materials will be mailed in March 2010 for a meeting to be
held in April 2010. Once mailed, the proxy circular will also be available on
SEDAR at www.sedar.com. All shareholders are urged to read the proxy circular
once it becomes available as it will contain additional important information
concerning the Transaction.


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.


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.