NGEX Resources Inc. Announces Closing of the Spin-Out of the Los Helados Property; NAME Change to Josemaria Resources Inc. and New Board
885 W Georgia Street
Suite 2000
Vancouver, BC
Canada V6C 3E8
Tel 604 689 7842
Fax 604 689 4250
ngexresources.com
885 West Georgia Street
Suite 2000
Vancouver, Canada
V6C 3E8
TEL: 604-689-7842
FAX: 604-689-4250
ngexminerals.com
NEWS RELEASE
NGEX RESOURCES INC. ANNOUNCES CLOSING OF THE SPIN-OUT OF THE LOS HELADOS
PROPERTY; NAME CHANGE TO JOSEMARIA RESOURCES INC. AND NEW BOARD
July 17, 2019: NGEx Resources Inc. (“NGEx” or the “ Company”) (TSX: NGQ) (OMX: NGQ) and NGEx
Minerals Ltd. (“Spinco” or “NGEx Minerals”) are pleased to announce that the previously announced spin-
out of the Company's Los Helados property (the " Los Helados Project ") and certain other exploration
properties into a wholly-owned subsidiary of NGEx, NGEx Minerals by a plan of Arrangement under the
Canada Business Corporations Act (the “Arrangement”) has been completed. The Company obtained the
final order approving the Arrangement from the Supreme Court of British Columbia on June 24, 2019, and
the Arrangement became effective at 12:01 a.m. (Vancouver time) on July 17, 2019. In addition, as part
of the Arrangement, the Company has changed its name to J osemaria Resources Inc. The Company will
begin trading under the new name at the opening of the market on the Toronto Stock Exchange (“ TSX”)
on July 23, 2019 and at the opening of the market on the Nasdaq Stockholm Exchange (“ OMX”) on July
25, 2019. The new ticker symbol for the Company will be "JOSE" on both exchanges.
Distribution pursuant to the Arrangement
Pursuant to the Arrangement, NGEx will dis tribute 100% of the common shares of Spinco (the " Spinco
Common Shares") it receives under the Arrangement to shareholders of NGEx (“NGEx Shareholders”) on
a pro rata basis, such that NGEx Shareholders will receive one Spinco Common Share for every two
common shares of NGEx (the "NGEx Common Shares") held as of the record date. Due to the difference
in time zones and other technicalities, the distribution and trading dates will differ in Canada and Sweden,
hence a cross-border halt will be applied in respe ct of the NGEx common shares between July 23, 2019
and July 29, 2019 (with the effect that no cross -border transfers between Euroclear Sweden AB
(“Euroclear Sweden”) and CDS will be possible during this period, but trading on the TSX and OMX will
not otherwise be affected). Please refer to the respective dates and details of distribution set out below
by jurisdiction, as applicable.
Distribution in Canada
NGEx Shareholders of record as of July 24, 2019 (the “Canadian Record Date”) will be entitled to receive
Spinco Common Shares in respect of the NGEx Common Shares they hold as of the Canadian Record Date.
No additional action is required by NGEx Shareholders in order to receive Spinco Common Shares and
NGEx Shareholders will retain any certificates or di rect registration statements representing their NGEx
Common Shares. Subject to confirmation from the TSX, it is currently anticipated that the NGEx Common
Shares will begin trading on an ex -distribution basis on the TSX on July 23, 2019, one trading day b efore
the Canadian Record Date, meaning that on and after such date, purchasers of NGEx Common Shares will
no longer have an attaching right to receive Spinco Common Shares in accordance with the Arrangement.
Distribution in Sweden
The Company has signed an agreement with Euroclear Sweden affiliating the Spinco Common Shares with
Euroclear Sweden. NGEx expects that NGEx Shareholders who hold their shares through Euroclear
Sweden as of July 26, 2019 (the “Swedish Record Date”) will receive Spinco Common Shares on or about
July 31, 2019 without any further action required on the part of the NGEx Shareholders. The Spinco
Common Shares will be delivered to the same securities accounts as the NGEx Common Shares are
registered as of the Swe dish Record Date. It is currently anticipated that the NGEx Common Shares will
begin trading on an ex-distribution basis on the OMX on July 25, 2019, one trading day before the Swedish
Record Date, meaning that on and after such date, purchasers of NGEx C ommon Shares will no longer
have an attaching right to receive Spinco Common Shares.
Listing of Spinco Common Shares
The Company has applied for a listing of the shares of NGEx Minerals on the TSX Venture Exchange
(“TSXV”) under the trading symbol “NGEX”. Any such listing will be subject to NGEx Minerals fulfilling all
of the requirements of the TSXV.
NGEx will provide further guidance at a later date on the timing for any listing of the Spinco Common
Shares on the TSXV.
Since the Spinco Common Shares will not be listed in Sweden, the Company has agreed with its Swedish
agent Pareto Securities AB to, for a limited period of time, provide shareholders who receive their Spinco
Common Shares under the Arrangement through Euroclear Sweden the opportunity to cross-border their
Spinco Common Shares free of charge to CDS. NGEx Shareholders who hold their shares through Euroclear
Sweden on July 26, 2019 will receive detailed information by mail on how to proceed if they wish to cross-
border their Spinco Common Shares.
As previously announced, the NGEx board of directors has also been reconstituted effective as of the date
of the Arrangement, whereby:
(a) William A. Rand, David F. Mullen and Cheri L. Pedersen have resigned as direct ors of the NGEx,
and the NGEx board has appointed C. Ashley Heppenstall, Paul Conibear and Christina Batruch to
fill the vacancies created by these resignations;
(b) the NGEx board has, pursuant to Section 4.06 of the Company's By-Laws (which permits the NGEx
board to appoint one or more additional directors), appointed two additional directors, being
Adam Lundin and Pablo Mir Balmaceda; and
(c) as a result of (a) and (b) above, the NGEx board is now comprised of the following eight directors:
Lukas H. Lundin
Jack O.A. Lundin
Wojtek A. Wodzicki
C. Ashley Heppenstall
Paul Conibear
Christina Batruch
Adam Lundin
Pablo Mir Balmaceda
Additional details of the Arrangement are more fully described in the related Management Information
Circular (the “Circular”) which was mailed to all NGEx Securityholders of record as of May 3, 2019. The
Circular is available under NGEx’s profile on SEDAR at www.sedar.com, and is also available on the
Company’s web site at www.ngexresources.com.
About NGEx Resources
NGEx is a Canadian mineral exploration company with projects in Chile and Argentina. The Company's
shares are listed on the TSX and on Nasdaq Stockholm under the symbol "NGQ". The Company's main
focus is on advancing the development of its two, large copper/gold deposits, Los Helados and Josemaría,
located in Chile's Region III and adjacent San Juan Province, Argentina. The Company owns a 100% interest
in the Josemaría project and is the majority partner and operator for the Los Helados proj ect, subject to
a Joint Exploration Agreement with its joint exploration partner in Chile, Pan Pacific Copper.
About NGEx Minerals
NGEx Minerals Ltd. is a Canadian copper and gold exploration company with projects in Chile and
Argentina. The Company's initial focus is on the advancement of its large -scale copper-gold porphyry
discovery, Los Helados, located in Chile’s Region III, as well as other early -stage projects held in its
exploration portfolio, located in Argentina. The Company is the majority partner and operator for the Los
Helados Project., subject to a Joint Exploration Agreement with its joint exploration partner in Chile, Pan
Pacific Copper. The Company plans to evaluate and acquire additional mineral properties as part of its
overall growth strategy.
Additional Information
The information was submitted for publication, through the agency of the contact person set out below,
on July 17, 2019 at 3:00 p.m. Pacific Time.
On behalf of the board of directors of NGEx and NGEx Minerals,
Wojtek Wodzicki,
President and CEO,
NGEx and NGEx Minerals
For further information, please contact:
Michelle Fyfe, Investor Relations, Canada - +1-604-689-7842; or [email protected]
Robert Eriksson, Investor Relations, Sweden - +46 701 112 615; or [email protected]
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 applica ble securities
legislation (collectively, “forward -looking information”). The forward -looking information contained in
this news release is based on information available to the Company as of the date of this news release,
and is made as at the date of thi s news release. NGEx does not intend and does not undertake any
obligations to publicly update and/or revise any of the included forward-looking information, whether as
a result of additional information, future events and/or otherwise, except as may be re quired by
applicable securities laws. 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", "es timates", "forecasts", "intends", "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", "might" or "will be taken", "occur" or "be
achieved" or the negative connotations thereof.
All statements other than statements of historical fact may be forward -looking information. Forward -
looking information is necessarily based on estimates and assumptions that are inherently s ubject to
known and unknown risks, uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be materially different from those expressed
or implied by such forward -looking informati on, including but not limited to: risks and uncertainties
relating to, among other things, the risk of unexpected tax consequences to the Arrangement; risks of the
market valuing NGEx and Spinco in a manner not anticipated by the Company; risks relating to the benefits
of the Arrangement not being realized or as anticipated, Spinco being unable to add additional properties
to its portfolio, the inherent uncertainties regarding cost estimates, changes in commodity prices,
currency fluctuation, financing, una nticipated resource grades, infrastructure, results of exploration
activities, cost overruns, availability of materials and equipment, timeliness of government approvals,
taxation, anticipated synergies not being realized, political risk and related econom ic risk and
unanticipated environmental impact on operations, as well as other risks uncertainties and other factors,
including, without limitation, those referred to in the “Risks and Uncertainties” section of the Circular and
the Company’s Annual Information Form for the year ended December 31, 2018, under the heading “Risks
Factors”, and elsewhere, which may cause the actual results, level of activity, performance or
achievements of the Company to be materially different from those expressed or implied by such forward-
looking information.
The Company believes that the expectations reflected in the forward-looking information included in this
news release are reasonable but no assurance can be given that these expectations will prove to be
correct and suc h forward -looking statements and information should not be unduly relied upon. In
particular, this news release contains forward -looking information with respect to the availability of
working capital for both NGEx and Spinco; tax consequences of the Arran gement; benefits of the
Arrangement; the listing of Spinco Common Shares on the TSXV; the timing of receipt of Spinco Common
Shares by NGEx Shareholders who hold their shares through Euroclear Sweden and the timing for the
opportunity to cross border their Spinco Common Shares to CDS free of charge; the date upon which NGEx
Common Shares will commence trading on an ex -distribution basis on the TSX and OMX; the Canadian
Record Date and the Swedish Record Date; the date upon which the name change of the Comp any will
become effective on the TSX and OMX; the potential development of the Josemaría and Los Helados
Projects; acquisition of exploration properties for the Spinco exploration portfolio; and advancement of
the Josemaria Project.
Forward-looking information is provided for the purpose of providing information about management's
current expectations and plans and allowing investors and others to get a better understanding of the
Company's operating environment. Forward-looking information is based on certain assumptions that the
Company believes are reasonable, including that the current price of and demand for commodities will be
sustained or will improve, the supply of commodities will remain stable, that the general business and
economic conditions will not change in a material adverse manner, that financing will be available if and
when needed on reasonable terms and that the Company will not experience any material labour dispute,
accident, or failure of plant or equipment. These factors are not, and should not be construed as being,
exhaustive. 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 of the forward -looking information contained in this news
release is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on
forward-looking information due to the inherent uncertainty thereof.