RX EXPLORATION CONDUCTS PRIVATE PLACEMENT

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RX EXPLORATION CONDUCTS PRIVATE PLACEMENT

posted on Feb 03, 2010 11:25AM

RX EXPLORATION CONDUCTS PRIVATE PLACEMENT

AND APPOINTS IR CONSULTANT

(CNSX: RXE)

For Immediate Release:

February 2, 2010 -Toronto, Canada - RX Exploration Inc. (the "Company") wishes to announce that it has been conducting a private placement of up to $3,000,000 ("the "Offering"). The Offering is comprised of up to 10,000,000 units which have been price protected at $0.30 until February 22, 2010. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at a price of $0.40 until 5:00 p.m. (Toronto time) for two years from closing, provided that the warrant expiry date shall be accelerated to thirty days from the tenth consecutive trading day on which the shares of the Company close at or above $0.60. Where appropriate, the Company may pay a commission of up to 9% cash and 10% non-transferable broker warrants exercisable at $0.30 for a period of 24 months.

To date the Company has received the following commitments:

Orient Venture Capital Inc. ("Orient") and Orient Venture II Capital Inc. ("Orient II")

Orient and Orient II have agreed to purchase units for an investment of $250,000 each.

Orient and Orient II are both Capital Pool Corporations ("CPC’s") within the meaning of the policies of TSX Venture Exchange (the "TSXV"). They have each identified and evaluated several businesses and assets with a view to completing Qualifying Transactions to become TSXV listed investment companies. The agreements are subject to the approval of the TSXV on behalf of the CPC’s. The shares will be subject to a four-month hold period.

The agreements provide that Orient and Orient II will appoint a representative to the Company’s advisory board for a period of one year to advise the Company on financing and acquisition activities in the Asian market.

In the event that these offerings are not completed by the specified closing, the price per unit will be equal to the higher of: (i) $0.30; and (ii) the market price of the Company’s common shares at that time less a discount of 25% and the warrant exercise price will be increased accordingly.

First Capital Markets Inc. and the Richmond Club

The Company has entered into an engagement letter with
First Capital Markets Inc. (formerly Richmond Securities Inc.)
to complete a private placement on a commercially reasonable best efforts basis of a minimum of 2,500,000 shares ($750,000) and a maximum of 3,333,333 shares ($1,000,000) at a price of $0.30 per share, subject to all necessary regulatory and stock exchange approvals. The shares will be subject to a four month hold period.

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