NGEx Minerals to Spin-Out Royalties to Shareholders
NGEx Minerals Ltd.
2800 – 1055 Dunsmuir Street
Vancouver BC, Canada V7X 1L2
T +1 604 689 7842
F +1 604 689 4250
NGEXminerals.com
NGEx Minerals to Spin-Out Royalties to Shareholders
July 22, 2025 , Vancouver, British Columbia – NGEx Minerals Ltd. (“NGEx”, “NGEx Minerals” or the
“Company”) (TSX: NGEX; OTCQX: NGXXF) is pleased to announce plans to spin -out net smelter return
(“NSR”) royalties on the Lunahuasi and Los Helados Projects by way of a statutory plan of arrangement
under the Canada Business Corporations Act (the “Arrangement”).
Highlights
• Create a 1% NSR royalty on the 100% owned Lunahuasi Project, located in San Juan Province
Argentina.
• Intends to create a 2% NSR royalty on the Los Helados Project located in Region 3 , Chile, with a
1.38% NSR to be allocated to a newly incorporated, wholly-owned subsidiary (“RoyaltyCo”) and a
0.62% NSR to be allocated to Nippon Caserones Resources LLC (“ NCR”), a subsidiary of JX
Advanced Metals Corporation , based on each company’s respective pro-rata interest in Los
Helados of approximately 69% and 31%.
• Shareholders of NGEx will vote on the Arrangement at a special meeting to be held on September
12, 2025. The Arrangement will also be subject to Toronto Stock Exchange and court approval.
• If approved, shareholders of NGEx will receive 1/4 of a share of RoyaltyCo for each share of NGEx
held as of the Record Date (as defined below).
• RoyaltyCo intends to apply to list its shares on the TSX Venture Exchange (the “TSXV”) following
completion of the Arrangement. Such listing will be subject to it fulfilling all of the listing
requirements of the TSXV.
Wojtek Wodzicki, President and CEO, commented, “NGEx and its predecessor companies have an
extremely strong track record of creating very significant value for shareholders through spin-outs and an
entrepreneurial, value-driven approach to managing its assets. Today’s announcement marks the next
step in that ongoing journey. If approved, this transaction is expected to provide NGEx shareholders with
long-term exposure to Lunahuasi and Los Helados through RoyaltyCo, which intends to apply to list its
shares for trading on the TSX V following completion of the Arrangement . In addition, through NGEx’s
anticipated holding of up to a 19.9% interest in RoyaltyCo, NGEx itself will also retain future exposure to a
vehicle that is expected to use the royalties to spearhead future portfolio growth and diversification . We
plan to put an experienced management team and board in place with a mandate to drive a growth
strategy and build RoyaltyCo into a significant new player in the royalty space.”
Summary
The Company has entered into a royalty purchase agreement with a newly incorporated wholly -owned
subsidiary of the Company (“ RoyaltyCo”) pursuant to which NGEx will cause a 1.0% NSR royalty on the
Nacimiento I concession, located in San Juan Province, Argentina, on which the Company’s 100% owned
Lunahuasi Project is currently defined, to be granted to RoyaltyCo (the “Lunahuasi Royalty”) in exchange
for cash consideration. In addition, the Company also intends to cause its wholly-owned subsidiary which
holds the Los Helados Project , located in Region III, Chile, on behalf of an unincorporated joint venture
between the Company and NCR, to enter into royalty purchase agreements with each of RoyaltyCo and
NCR to cause a combined 2.0% NSR royalty to be granted on the concessions underlying the Los Helados
properties (the “Los Helados Royalty”) in exchange for cash consideration. The Los Helados Royalty, and
the associated aggregate cash consideration, will be allocated to RoyaltyCo and NCR based on the
Company and NCR’s respective pro rata interest in Los Helados of approximately 69% and 31%, resulting
in RoyaltyCo’s portion of the Los Helados Royalty amounting to a 1.38% NSR royalty.
Concurrent with the foregoing, NGEx has also entered into an arrangement agreement with RoyaltyCo
(the “Arrangement Agreement”), whereby, among other things, the common shares of RoyaltyCo (the
“RoyaltyCo Shares”) will be spun-out to the shareholders of NGEx (the “ NGEx Shareholders”) by way of
a statutory plan of arrangement under the Canada Business Corporations Act. As part of the spin -out of
the RoyaltyCo Shares to NGEx Shareholders, NGEx also expects to make a cash injection into RoyaltyCo.
The creation and spin-out of RoyaltyCo is designed to allow NGEx Shareholders to capture additional long-
term value from the Lunahuasi and Los Helados projects through the Royalties, while NGEx continues to
focus on advancing the Lunahuasi and Los Helados projects. Over time, it is expected that RoyaltyCo may
add new and additional royalty interests to its portfolio.
Terms of the Arrangement
The Arrangement involves, among other things, the distribution of RoyaltyCo Shares to NGEx
Shareholders such that each NGEx Shareholder as of a particular date, immediately prior to closing of the
Arrangement (the “Record Date”) will receive 1/4 of a RoyaltyCo Share for each common share of NGEx
(each, a “NGEx Share”) held as of the Record Date. There will be no change in the NGEx Shareholders’
holdings in NGEx as a result of the Arrangement. Following completion of the Arrangement, NGEx is
expected to hold up to a 19.9% ownership interest in RoyaltyCo, with the remaining RoyaltyCo Shares
being distributed to NGEx Shareholders on a pro-rata basis as described above.
Each outstanding stock option of NGEx (each, a “NGEx Option”) will be exchanged for a replacement stock
option of NGEx (each, a “NGEx Replacement Option”) and a fully-vested stock option of RoyaltyCo (each,
a “ RoyaltyCo Option”) exercisable for 1/4 of a RoyaltyCo Share , and the exercise prices for the NGEx
Replacement Options and the RoyaltyCo Options will be adjusted to reflect the relative value of the
shares.
NGEx Shareholders will vote on the Arrangement at a special meeting to be held on September 12, 2025
(the “Meeting”). To be effective, the Arrangement must be approved by a special resolution passed by at
least 662/3% of the votes cast by NGEx Shareholders present in person or represented by proxy and entitled
to vote at the Meeting, which NGEx Shareholders are entitled to one vote for each NGEx Share held.
Completion of the Arrangement will also be subject to Toronto Stock Exchange and court approval. Full
details of the Arrangement will be included in the management information circular (the “Circular”) that
will be mailed to NGEx Shareholders in connection with the Meeting.
The Circular will propose an experienced senior management team and board of directors for RoyaltyCo.
Further details regarding the proposed management team and board of directors of RoyaltyCo will be
described in the Circular.
After careful consideration, the Board of Directors has unanimously determined that the Arrangement is
fair to NGEx Shareholders and is in the best interests of the Company. A description of the various factors
considered by the Board of Directors in arriving at this determination will be provided in the Circular.
Following completion of the Arrangement, the NGEx Shares will continue trading on the TSX under the
symbol “NGEX” and on the OTCQX under the symbol “NGXXF”. RoyaltyCo intends to apply to list the
RoyaltyCo Shares on the TSXV shortly following completion of the Arrangement. Readers are cautioned
that, while RoyaltyCo intends to pursue a listing on the TSXV shortly following completion of the
Arrangement, it has not yet submitted an application for listing, and completion of a listing is subject to
regulatory approvals and the satisfaction of all of the applicable listing requirements of the TSXV. There
can be no assurance that a listing will be completed, and RoyaltyCo may elect not to proceed with a listing
at any time in its sole discretion.
About NGEx Minerals
NGEx Minerals is a copper and gold exploration company based in Canada, focused on exploration of the
Lunahuasi copper-gold-silver project in San Juan Province, Argentina, and the nearby Los Helados copper-
gold project located approximately nine kilometres to the northeast in Chile’s Region III. Both projects are
located within the Vicuña District, which includes the Caserones mine, and the Josemaria and Filo del Sol
deposits.
NGEx owns 100% of Lunahuasi and is the majority partner and operator for the Los Helados project,
subject to a Joint Exploration Agreement with Nippon Caserones Resources LLC, which is the indirect 30%
owner of the operating Caserones open pit copper mine located approximately 17 kilometres north of Los
Helados. Lundin Mining Corporation holds the remaining 70% stake in Caserones.
The Company’s common shares are listed on the TSX under the symbol "NGEX" and also trade on the
OTCQX under the symbol “NGXXF”. NGEx is part of the Lundin Group of Companies.
Additional information relating to NGEx may be obtained or viewed on SEDAR+ at www.sedarplus.ca.
For further information, please contact:
Finlay Heppenstall
VP, Corporate Development & Investor Relations
Tel: +1 (604) 806-3089
Additional Information
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX )
accepts responsibility for the adequacy or accuracy of this news release.
The information contained in this news release was accurate at the time of dissemination but may be
superseded by subsequent news release(s). The Company is under no obligation, nor does it intend to
update or revise the forward-looking information, whether as a result of new information, future events
or otherwise, except as may be required by applicable securities laws.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made and information contained herein in the news release constitutes “forward -looking
information” and “forward-looking statements” within the meaning of applicable securities legislation (collectively,
“forward-looking information”). A ll statements other than statements of historical facts included in this document
constitute forward-looking information, including but not limited to, statements regarding: the timing, structure and
completion of the Arrangement, the entering into of the royalty purchase agreements related to the Los Helados
Royalty, the completion of the transactions contemplated by the royalty purchase agreements related to the
Lunahuasi Royalty and the Los Helados Royalty, the injection of cash from NGEx to RoyaltyCo, future potential for
NGEx and RoyaltyCo, future acquisitions of additional royalty interests by RoyaltyCo to its portfolio, future exploration
and development of the Lunahuasi and Los Helados Projects, anticipated benefits of the Ar rangement, the timing
and receipt of required shareholder, court and stock exchange approvals for the Arrangement , the composition of
RoyaltyCo’s board of directors and management team, the application for, and listing of, the RoyaltyCo Shares on
the TSXV following completion of the Arrangement and the timing for mailing of the Circular and the holding of the
Meeting. Generally, this forward-looking information can frequently, but not always, be identified by use of forward-
looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", “projects”, “budgets”, “assumes”, “strategy”, “objectives”, “potential”,
“possible”, "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events, conditions or results “will”, "may", "could", "would", “should”, "might ” or
"will be taken", "will occur" or "will be achieved" or the negative connotations thereof .
Forward-looking information is necessarily based upon various estimates and assumptions including, without
limitation, the expectations and beliefs of management. Although the Company believes that these factors and
expectations are reasonable as at the date of this document, in light of management’s experience and perception of
current conditions and expected developments, these statements are inherently subject to significant business,
economic and competitive uncertainties and contingencies. Known and un known risks, uncertainties and other
factors may cause actual results or events to differ materially from those anticipated in such forward -looking
statements and undue reliance should not be placed on such statements and information. Such factors include,
without limitation: the risk of the Company not obtaining court, NGEx Shareholder or stock exchange approvals to
proceed with the Arrangement, the risk of unanticipated tax consequences to the Arrangement, the risk of the market
valuing NGEx and RoyaltyCo in a manner not anticipated by the Company, risks related to the benefits of the
Arrangement not being realized, risks relating to RoyaltyCo not being able to add additional royalty interests to its
portfolio, the emergence or intensification of infectious diseases, such as COVID 19, and the risk that such an
occurrence globally, or in the Company’s operating jurisdictions and/or at its project sites in particular, could impact
the Company’s ability to carry out the program and could cause the program to b e shut down; estimations of costs,
and permitting time lines; ability to obtain environmental permits, surface rights and property interests in a timely
manner; currency exchange rate fluctuations; requirements for additional capital; changes in the Company’s share
price; changes to government regulation of mining activities; environmental risks; unanticipated reclamation or
remediation expenses; title disputes or claims; limitations on insurance coverage, fluctuations in the current price of
and demand for commodities, particularly gold prices, as they are fluctuating currently due to market volatility ;
material adverse changes in general business, government and economic conditions in the Company’s operating
jurisdictions, particularly Argentina; the availability of financing if and when needed on reasonable terms; risks
related to material labour disputes, accidents, or failure of plant or equipment; there may be other factors that cause
results not to be as anticipated, estimated, or intended, including those set out in the Company’s annual information
form and annual management discussion and analysis for the year ended December 31, 202 4, which are available
on the Company’s website and SEDAR+ at www.sedarplus.ca under the Company’s profile.
The forward-looking information contained in this news release is based on information available to the Company as
at the date of this news release. Except as required under applicable securities legislation, the Company does not
undertake any obligation to publicly update and/or revise any of the forward-looking information included, whether
as a result of additional information, future events and/or otherwise. Forward -looking information is provided for
the purpose of providing information about managemen t's current expectations and plans and allowing investors
and others to get a better understanding of the Company's operating environment. Although the Company has
attempted to identify important factors that would cause actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or
intended. There can be no assurance that such statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. All the forward -looking information
contained in this document is qualified by these cautionary statements. Readers are cautioned not to place undue
reliance on forward-looking information due to the inherent uncertainty thereof.
Cautionary Note to U.S. Readers
Information concerning the mineral properties of the Company contained in this news release has been prepared in
accordance with the requirements of Canadian securities laws, which differ in material respects from the
requirements of securities laws of the United States applicable to U.S. companies subject to the reporting and
disclosure requirements of the United States Securities and Exchange Commission.