NGEx Announces Closing of Spin-out of LunR Royalties
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 Announces Closing of Spin-out of LunR Royalties
October 23, 2025, Vancouver, British Columbia – NGEx Minerals Ltd. (“NGEx”, “NGEx Minerals” or the
“Company”) (TSX: NGEX; OTCQX: NGXXF) is pleased to announce that it has closed its previously
announced spin-out transaction of net smelter returns royalties on the Lunahuasi and Los Helados
Projects by NGEx Minerals to LunR Royalties Corp. (“ LunR Royalties”) by way of a statutory plan of
arrangement (the “ Plan of Arrangement ”) under the Canada Business Corporation Act (the
“Arrangement”) effective at 12:01 a.m. (Vancouver time) (the “Effective Time”) on October 23, 2025 (the
“Effective Date”).
The Arrangement involved, among other things, the exchange of common shares of NGEx (each, a “NGEx
Share”) and the distribution of common shares of LunR Royalties (the “LunR Royalties Shares”) to existing
NGEx Shareholders such that each NGEx Shareholder as of the close of business on October 22, 2025,
being the business day immediately prior to the Effective Date of the Arrangement, will receive one new
common share of NGEx (each, a “ New NGEx Share ”) and 1/4 of a LunR Royalties Share for each NGEx
Share held as of the Effective Time . The New NGEx Shares w ill begin trading under CUSIP number
62930A102 at the opening of the market on the TSX on October 27, 2025 and the ticker symbol for the
New NGEx Shares on the TSX will continue to be “NGEX”.
Immediately following the completion of the Arrangement, an aggregate of 67,186,346 LunR Royalties
Shares were issued and outstanding , of which NGEx holds 13,370,107 common shares, representing a
19.9% ownership interest in LunR Royalties. The remaining LunR Royalties Shares will be distributed to
NGEx Shareholders on a pro-rata basis as described above. Holdings in NGEx by NGEx Shareholders’ were
not affected as a result of the Arrangement.
In addition, each outstanding stock option of NGEx has been exchanged for a replacement stock option
of NGEx (each, a “NGEx Replacement Option”) and a fully-vested stock option of LunR Royalties (each, a
“LunR Royalties Option”) exercisable for 1/4 of a LunR Royalties Share. Pursuant to the provisions in the
Plan of Arrangement which stipulated how the exercise prices of NGEx Replacement Options and LunR
Royalties Options would be established, which took into account, among other things, the relative value
of the New NGEx Shares and LunR Royalties Shares (which such provisions are described in further detail
in NGEx’s management information circular dated August 12, 2025 (the “ Circular”)), the Company has
been determined that the exercise price of each NGEx Replacement Option will remain the s ame as the
respective, underlying NGEx stock option for which it was exchanged pursuant to the Arrangement.
The terms of the Arrangement are in the Circular available on NGEx’s website and under its profile on
SEDAR+ at www.sedarplus.ca.
The Company would like to remind registered NGEx Shareholders (“Registered NGEx Shareholders”) that
in order to receive the New NGEx Shares and LunR Royalties Shares that they are entitled to receive
pursuant to the Arrangement, such Registered NGEx Shareholders must duly complete and execute a
letter of transmittal (the “ Letter of Transmittal ”) in accordance with the instructions included therein,
and deliver it to the depositary for the Arrangement, Computershare Investor Services Inc. (the
“Depositary”), together with the certificate(s) and direct registration system statement(s), as applicable,
representing such Registered NGEx Shareholder’s Common Shares, and such additional documents and
instruments as the Depositary may reasonably require. Addition al details on the procedures to be
followed by Registered NGEx Shareholders in order to r eceive the New NGEx Shares and LunR Royalties
Shares that they are entitled to receive pursuant to the Arrangement are contained in the Circular.
Only Registered NGEx Shareholders are required to submit a Letter of Transmittal in order to receive the
New NGEx Shares and LunR Royalties Shares that they are entitled to receive pursuant to the
Arrangement. Non -registered NGEx Shareholders who hold thei r NGEx Shares through a broker,
investment dealer, bank, trust company, custodian, nominee or other intermediary (each, an
“Intermediary”), including NGEx Shareholders who hold their NGEx Shares through a depositary, such as
CDS & Co., of which their Intermediary is a participant, should contact that Intermediary for instructions
and assistance in receiving the New NGEx Shares and LunR Royalties Shares that they are ent itled to
receive pursuant to the Arrangement and carefully follow any instructions provided by such Intermediary.
The Letter of Transmittal was mailed to each Registered NGEx Shareholder as of August 5, 2025, the record
date for the meeting of NGEx Shareholders held on September 12, 2025 to approve the Arrangement (the
“Meeting”), as part of the materials that were mailed to NGEx Shareholders in connection with the
Meeting. The Letter of Transmittal is available on NGEx’s website and under its profile on SEDAR+ at
www.sedarplus.ca.
None of the securities issued pursuant to the Arrangement have been or will be registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws,
and any securities issued pursuant to the Arrangement have been issued in reliance upon available
exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act
and applicable exemptions under state securities laws. This press release does not constitute an offer to
sell or the solicitation of an offer to buy any securities.
LunR Royalties Directors, Officers and Other Matters
As previously announced, the board of directors of LunR Royalites has been reconstituted and is
comprised of four members, being Messrs. Wojtek Wodzicki, Adam Lundin, Martino De Ciccio, and Jamie
Beck.
Executive management of LunR Royalties will be led by Mr. Adam Lundin as President, Chief Executive
Officer and Chair . Mr. Peter Hemstead has been appointed LunR Royalties’ Chief Financial Officer and
Corporate Secretary, Mr. Trevor D’Sa as Chief Investment Officer and Mr. Connor Mackay as Vice
President, Corporate Development and Investor Relations.
Professional biographies of the members of the LunR Board and management team are set out in the
Circular and in a news release dated October 16, 2025, both of which can be found on NGEx’s website and
under its profile on SEDAR+ at www.sedarplus.ca. LunR Royalties’ website can now be found at
www.lunrroyalties.com.
The LunR Royalties Shares have not be en listed on any stock exchange as of the Effective Date of the
Arrangement. No assurance can be given as to if, or when, LunR Royalties Shares will be listed or traded
on any stock exchange. NGEx Minerals acknowledges that holding shares that are not listed or traded on
a stock exchange may not be suitable for some shareholders, and the Company encourages any such
shareholders to contact their investment advisors to discuss the possibility of disposing of LunR Royalties
Shares prior to a listing, if necessary. Should a shareholder require more information or assistance on the
matter, please contact Finlay Heppenstall at +1 (604) 806-3089 or [email protected].
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 for trading of
the New NGEx Shares on the TSX under the new CUSIP, and the listing of the LunR Royalties Shares on a stock
exchange and the expected timing thereof . 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 with regards to the focus and objective of future work
programs, the expected results or success of future work programs, the growth strategy of the Company and/or LunR,
the expected timing for the trading of the New NGEx Shares on the TSX under the new CUSIP and the expected listing
of the LunR Royalties Shares on a stock exchange and the expected timing thereof. 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 unknown 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 , Mineral Resources estimates, estimations of costs, and permitting time lines;
ability to obtain surface rights and property interests; currency exchange rate fluctuations; requirements for
additional capital; changes to government regulation of mining act ivities; environmental risks; unanticipated
reclamation or remediation expenses; title disputes or claims; limitations on insu rance coverage; material adverse
changes to the current price of and/or demand for commodities, particularly copper, gold and silver; material adverse
changes to general business and economic conditions, including in the jurisdictions in which the Company’ s mineral
property interests reside; material labour disputes, accidents, or failures of equipment; and those described in the
Risk Factors section of the most recent annual information form and annual management discussion and analysis,
and risks, uncerta inties and other factors identified in the Company's periodic filings with Canadian securities
regulators. which are available on 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 a nticipated, 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. Accordingly, such information may
not be comparable to similar information made public by other U.S. c ompanies subject to the securities laws of the
United States and the rules and regulations thereunder.