TORONTO, Nov. 20 /CNW Telbec/ -- Roxmark Mines Limited (TSXV-RMK) and Ontex Resources Limited (TSX: ONT) today announced that they have entered into an amalgamation agreement in connection with their previously announced proposed merger.

The two companies have also each called a special meeting of shareholders to be held on December 18, 2009 to consider the proposed merger (and, in the case of Ontex, other related matters). A joint management information circular will be mailed to Roxmark and Ontex shareholders of record as at November 16, 2009 and available under each of their profiles on SEDAR at www.sedar.com shortly. At the Ontex meeting, Ontex shareholders will also be asked to approve the change of the company's name to Goldstone Resources Limited, on completion of the transaction.

Pursuant to the amalgamation agreement and previously executed letter agreement, Ontex has agreed to acquire all of the issued and outstanding shares of Roxmark pursuant to a "three-cornered" amalgamation (which will result in Roxmark becoming a wholly-owned subsidiary of Ontex). Roxmark shareholders will be entitled to receive one Ontex share for every 1.25 Roxmark shares held at the time of completion of the transaction (which is equivalent to 0.80 of an Ontex share on its current basis for each Roxmark share). Prior to completing the transaction, Ontex plans to consolidate its outstanding shares on a 1-for-3 basis. If the consolidation is completed, Ontex will issue one share for every 3.75 shares of Roxmark held at the time of completion of the transaction. In addition, all convertible securities of Roxmark will be exercisable for shares of Ontex based on the same exchange ratio applicable to the Roxmark shares. Additional details regarding the transaction will be described in the joint management information circular.

The parties have completed their due diligence in accordance with the terms of the letter agreement and have also agreed to waive a previously contemplated $1,500,000 loan by Ontex to Roxmark.

Roxmark and Ontex believe that the merger is a major step toward creating one gold mining company holding significant properties in the prolific Beardmore-Geraldton Greenstone gold belt, close to the Trans-Canada Highway, TransCanada Pipeline, and major power lines. Roxmark and Ontex believe the land position of the combined company will improve exploration potential and offer significant synergies in exploration, development and diversification of risk and that existing mine infrastructure, which includes a permitted mill, will also be a significant advantage.

Both companies also believe that, in addition to cost savings, the merged company will be strongly positioned to participate in the anticipated further consolidation in the Canadian gold industry.

Closing is anticipated on or before the end of 2009, at which point Roxmark shareholders will hold approximately 56% of the combined company on a non-diluted basis, which will have approximately 97.2 million shares outstanding on a post consolidation basis.

In addition to shareholder approval, completion of the transaction is subject to certain other conditions which are customary for transactions similar in nature to the proposed merger.

ABOUT ONTEX

Ontex is a junior resource company focused on gold exploration and deposit delineation at its Brookbank gold property in northern Ontario spanning a strike length of 35 kilometres. To date, diamond drilling has identified a structure over a 7 kilometre strike length with mineralized zones extending from surface to a depth of at least 800 metres. The mineral resources at a 2.0 g/t gold cut-off grade stands at 1.84 million tonnes grading 7.3 g/t gold containing 432,300 ounces of Indicated and 2.66 million tonnes grading 4.9 g/t gold containing 421,400 ounces of Inferred resource (see National Instrument 43-101 technical report - "Technical Report on the Brookbank Gold Deposit, Beardmore - Geraldton Area, Northern Ontario, Canada" by Scott Wilson RPA Inc. dated May 4, 2009 - filed on SEDAR). The technical data and contents of this news release relating to Ontex have been reviewed by Augusto Flores P.Geo, who is a Qualified Person within the meaning of National Instrument 43-101, with the ability and authority to verify the authenticity and validity of the data.

About Roxmark Mines

Roxmark is a gold and molybdenum exploration and development company operating in the Geraldton-Beardmore area. In the Beardmore camp, Roxmark is pursuing a number of initiatives including re-opening the Northern Empire Mine and its onsite mill and expanding the resource base at the nearby Leitch-Sand River Mine, once one of Canada's richest and now 100% owned by the Company. Operated from 1937 to 1965 the Leitch Mine processed 906,395 tons of ore with a recovery of 0.92 tons of gold per ton, yielding 860,648 oz. gold at $35 per ton. Like the nine other previously producing mines on Roxmark lands, the Leitch Mine was open at depth.

A 2008 National Instrument 43-101-compliant report on the Northern Empire Mine identified 86,652 tonnes grading 10.70g.Au/t, containing 29,807 ounces of indicated gold resources; and 64,748 tonnes grading 9.95g.Au/t, containing 20,719 ounces of inferred gold resources, at shallow depths over a limited drilled strike length of the Contact and Power Zones. The technical data and the contents of this news release relating to Roxmark have been reviewed by Peter Bevan, P.Eng., consulting geologist, who is a Qualified Person within the meaning of National Instrument 43-101, with the ability and authority to verify the authenticity and validity of the data.

In addition, Roxmark is an active participant (with a 30% carried interest) in The Hardrock Project, a joint venture with Premier Gold Limited (TSX: PG) to develop a number of Geraldton Camp properties. In 2009, as operator, Premier is spending an estimated $10 million dollars to carry out a three-drill, 70,000-metre program to delineate resources on Project lands directed at establishing thresholds for early commercial development by both open-pit and underground mining. In addition, Premier has recently secured funding that will assure a robust drilling program for The Hardrock Project in 2010.

In recent years, Roxmark has generated cash flow from bulk-sampled gold and molybdenum processed at its fully-permitted, upgraded Northern Empire mill near Beardmore and has the advantage of infrastructure from the formerly productive gold mines located on its properties which generated 4 million ounces of gold before being shut down due to a $35 gold price and boundary issues since resolved through consolidation.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian and United States securities laws. Forward-looking information is not comprised of historical facts and includes, but is not limited to, information concerning the proposed merger between Ontex and Roxmark, matters relating thereto, as well as each of the companies' expectations and beliefs with respect to the anticipated benefits and results associated with the completion of the merger. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "anticipates", "believes", "may", "could", "would", "might" or "will" or variations of such words and phrases or statements (including in the negative). Forward-looking information reflects Roxmark's and Ontex's current expectations regarding future results or events and is based on the opinions, estimates and assumptions of their respective management at the date the information is made. Such forward-looking information is 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. Many of these assumptions (including, without limitation, that the parties' will be able to satisfy all applicable regulatory requirements, including the parties' ability to obtain the requisite approval of the transaction from their respective shareholders) are based on factors and events that are not within the control of Roxmark or Ontex and there can be 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 changes in market conditions, variations in ore grade or recovery rates, fluctuating metal prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, the business of the companies not being integrated successfully or such integration proving more difficult, time consuming or costly than expected as well as those risk factors discussed in Ontex's Annual Information Form for the year ended December 31, 2008, Roxmark's management discussion and analysis for the period ended September 30, 2009 and the joint management information circular (copies of which are, or in the case of the joint information circular will be, available at www.sedar.com). Although Roxmark and Ontex 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. Neither Roxmark nor Ontex undertakes any obligation to update forward-looking information if circumstances or their respective 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.