NGEx Receives Court Approval for the Spin-Out of 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 Receives Court Approval for the Spin-Out of Royalties
September 18, 2025, Vancouver, British Columbia – NGEx Minerals Ltd. (“NGEx”, “NGEx Minerals” or
the “Company”) (TSX: NGEX; OTCQX: NGXXF) is pleased to announce that it has obtained a final order
from the Supreme Court of British Columbia approving the previously announced spin-out transaction
pursuant to which the Company will spin -out net smelter returns royalties on the Lunahuasi and Los
Helados Projects into a wholly-owned subsidiary of NGEx, LunR Royalties Corp. (“LunR Royalties”), by way
of a statutory plan of arrangement under the Canada Business Corporation Act (the “Arrangement”). As
previously announced, on September 12, 2025, the Arrangement was approved by the shareholders of
the Company (the “NGEx Shareholders”) at the special meeting of NGEx Shareholders held on September
12, 2025.
It is anticipated that NGEx Shareholders holding NGEx Shares as of the business day immediately prior to
the effective date of the Arrangement (the “Record Date”) will be entitled to receive the New NGEx Shares
and the LunR Royalties Shares pursuant to the Arrangement. The Record Date and the effective date of
the Arrangement have not yet been set by the Company, but once determined they will be communicated
by way of a news release.
The Arrangement is subject to customary closing conditions for a transaction of this nature. Subject to the
satisfaction or waiver of the conditions to implementing the Arrangement as set out in the arrangement
agreement dated July 21, 2025 between NGEx and LunR Royalties, as amended , the Arrangement is
anticipated to be completed in the fourth quarter of 2025.
Terms of the Arrangement
The Arrangement involves, among other things, the exchange of existing 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 immediately prior to the effective time
of the Arrangement will hold one new common share of NGEx (each, a “New NGEx Share”) for each NGEx
Share held on the effective date of the Arrangement and 1/4 of a LunR Royalties Share for each NGEx
Share held on the effective date of the Arrangement. It is anticipated that NGEx Shareholders holding
NGEx Shares as of the business day immediately prior to the effective date of the Arrangement will be
entitled to receiv e the New NGEx Shares and the LunR Royalties Shares pursuant to the Arrangement .
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
LunR Royalties, with the remaining LunR Royalties Shares being distributed to NGEx Shareholders on a
pro-rata basis as described above.
In addition, each outstanding stock option of NGEx will be 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, and the exercise prices for the
NGEx Replacement Options and the LunR Royalties Options will be adjusted to reflect the relative value
of the shares.
The terms of the Arrangement, including the conditions to implementing the Arrangement , and the
procedures to be followed by NGEx Shareholders in order to receive the securities that they are entitled
to receive pursuant to the Arrangement , are further described in NGEx’s management information
circular dated August 12, 2025 available on NGEx’s website and under its profile on SEDAR+ at
www.sedarplus.ca.
None of the securities to be 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 are anticipated to be 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.
NGEx Shareholders through Euroclear Sweden AB
NGEx would like to remind NGEx Shareholders who hold their NGEx Shares through Euroclear Sweden AG
(“Euroclear Holders”) that, in connection with the Arrangement, NGEx engaged Pareto Securities AB as
its Swedish issuer agent to provide Euroclear Holders with the opportunity, up until September 19, 2025,
to cross-border their NGEx Shares free of charge to CDS (the Canadian Depositary for Securities Limited).
For any Euroclear Holders who do not cross-border their NGEx Shares to CDS on or before September 19,
2025, their holdings of NGEx Shares will be withdrawn from Euroclear Sweden AB and registered directly
on the register of NGEx Shares maintained by Computershare Investor Services Inc. prior to the effective
time of the Arrangement. At the effective time of the Arrangement, the New NGEx Shares and LunR
Royalties Shares that such Euroclear Holders are entitled to receive under the Arrangement in exchange
for their NGEx Shares will be registered in the name of such Euroclear Holder, and direct registration
system statements representing such securities will be sent to the address of such Euroclear Holder, as
shown on the register of Euroclear Holders maintained by Euroclear Sweden AB as of September 22, 2025.
Following completion of the Arrangement, NGEx intends to terminate its affiliation with Euroclear Sweden
AB.
Euroclear Holders who have any questions or require more information with respect to the procedures
for cross-bordering their NGEx Shares free of charge to CDS and receiving the New NGEx Shares and LunR
Royalties Shares that such Euroclear Holders are entitled to receive under the Arrangement in exchange
for their NGEx Shares, please contact Pareto Securities AB via telephone at +46 8 402 5170 or by e-mail at
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 satisfaction of the conditions precedent to the Arrangement, the expected timing
of closing of the Arrangement , the timing of receipt of New NGEx Shares and LunR Royalties Shares by Euroclear
Holders, the termination of NGEx’s affiliation with Euroclear Sweden AB and the timing for the opportunity of
Euroclear Holders to cross border their NGEx Shares to CDS free of charge . 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 failure to satisfy or waive the closing conditions to the Arrangement; 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 be 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, fluctuati ons 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 jurisd ictions,
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, 2024, 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 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.