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Friday, April 9, 2010

Philex Gold Receives Interim Order for Transaction With Philex Mining Corporation

Philex Gold Inc. announced that it has obtained an interim order from the Ontario Superior Court of Justice (Commercial List) with respect to the Company’s previously announced Plan of Arrangement with Philex Mining Corporation (“PMC”) and PMC’s wholly-owned subsidiary, Philex Gold Holdings Inc. (“PGHI”) (see press release dated February 25, 2010).

Pursuant to the Plan of Arrangement, PMC would indirectly acquire, through PGHI, all of the outstanding common shares of PGI from the existing minority shareholders for US$0.75 per share (the “Transaction”). Following completion of the Transaction, PGI will be a wholly-owned subsidiary of PGHI.

The interim order, among other things, authorizes PGI to call and hold a special meeting of PGI’s shareholders to consider the Plan of Arrangement with PMC and PGHI. In accordance with the interim order, the special meeting of shareholders will be held in Toronto on April 15, 2010, with a record date at the close of business on March 11, 2010.

In connection with the special meeting, the Company expects to mail a detailed management proxy circular (the “Circular”) to PGI’s shareholders in the near future. The Circular will include the unanimous recommendation of PGI’s board of directors that shareholders vote for the Plan of Arrangement, as well as a fairness opinion of IBK Capital Corp., PGI’s financial advisor.

The Company would also like to announce that in connection with the sale of his equity interest in PMC, Walter W. Brown has resigned as Chief Executive Officer and Chairman of the Company.
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