NGEx Minerals Announces C$100 Million Private Placement
NGEx Minerals Ltd.
Suite 2800 – Four Bentall Centre
1055 Dunsmuir Street
Vancouver BC, Canada V7X 1L2
T +1 604 689 7842
F +1 604 689 4250
NGEXminerals.com
NGEx Minerals Announces C$100 Million Private Placement
October 15, 2024, Vancouver, British Columbia – NGEx Minerals Ltd. (“NGEx Minerals” “NGEx” or the
“Company”) (TSX: NGEX) (OTCQX: NGXXF) is pleased to announce that it intends to sell on a non -brokered
private placement basis, an aggregate of up to 9,091,000 common shares of the Company (the "Common
Shares") at a price of C$ 11.00 per Common Share for gross proceeds of up to C$ 100 million (the "Private
Placement").
Net proceeds of the Private Placement will be predominantly used towards furthering exploration programs at
the Lunahuasi project in San Juan Province, Argentina, continued exploration and maintenance of the
Company’s Los Helados project located in Region III, Chile, as well as for general corporate and working capital
purposes.
Completion of the Private Placement will be subject to regulatory approval, including the approval of the
Toronto Stock Exchange (the “TSX”) and other customary regulatory approvals and closing conditions for a
transaction of this nature including, but not limited to, execution of subscription agreements between the
Company and the subscribers. The Common Shares will be issued on a private placement basis pursuant to
exemptions from prospectus requirements under applicable securities laws and will be subjec t to a statutory
hold period of four months and one day from the date of issuance. The Company may pay a finder's fee of 5%
in connection with a portion of the Private Placement. The Company anticipates closing of the Private
Placement as soon as practicable subject to receipt of all necessary regulatory approvals.
Trusts settled by the late Adolf H. Lundin (t he “Lundin Family Trusts ”) have indicated their intention to
participate in the Private Placement. Any such participation would be considered to be a "related party
transaction" as defined under Multilateral Instrument 61 -101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101"), as a private entity controlled by the Lundin Family Trusts is currently the
Company’s largest shareholder . The transaction will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair market value of any Common Shares issued
to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described
herein in the United States (the “U.S.”) nor shall there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful. The securities described herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and
may not be offered or sold in the U.S., or to the account or benefit of a U.S. person or a person in the U.S., absent
registration or an applicable exemption from the registration requirements.
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 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:
NGEx Investor Relations
Email: [email protected]
Website: www.ngexminerals.com
Telephone: +1 (604) 689-7842
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 ultimate size of the Private Placement, the
closing of the Private Placement (including receipt of all required regulatory approvals), the participation and support of
existing shareholders in the Private Placement, and the anticipated use of net proceeds resulting from the Private
Placement. Words such as "plans", "expects" or "is expected", "budget", "scheduled", "targets", "estimates", "forecasts",
"intends", "anticipates" or "believes", or variations of such words and phrases or statements that certain actions, events,
conditions or results "will", "may", "could", "would", "might " or "will be taken", "occur" or "be achieved" or the negative
connotations thereof and similar expressions identify forward-looking information.
Forward-looking information is necessarily based upon various estimates and assumptions including, without limitation,
the expectations and beliefs of management with regards to the closing of the Private Placement (including receipt of all
required regulatory approvals), the number of Common Shares sold pursuant to the Private Placement, the insider
participation in the Private Placement, the expectations regarding existing share holder support and backstops, the use of
proceeds of the Private Placement, th e focus and objective of future work programs, the expected results or success of
future work programs, and the growth strategy of the Company. 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 t o 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 , receipt of required regulatory
approvals for, and the closing of, the Private Placement, insider participation in the Private Placement, Mineral Resources
estimates, estimations of costs, and permitting time lines; ability to obtain surface rights and pr operty interests; currency
exchange rate fluctuations; requirements for additional capital; changes to government regulation of mining activities;
environmental risks; unanticipated reclamation or remediation expenses; title disputes or claims; limitations on insurance
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, uncertainties 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 t o publicly update and/or revise any of the included forward -looking information, 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 assuran ce
that such statements will prove to be accurate, as actual results and future eve nts 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 informat ion 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.