NGEx Minerals Announces C$100 Million Private Placement
NGEx Minerals Ltd.
2800 – 1055 Dunsmuir Street
Vancouver BC, Canada V7X 1L2
T +1 604 689 7842
F +1 604 689 4250
NGEXminerals.com
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NGEx Minerals Announces C$100 Million Private Placement
September 29, 2025, Vancouver, British Columbia – NGEx Minerals Ltd. (“NGEx” , “NGEx Minerals” or
the “Company”) (TSX: NGEX ; OTCQX: NGXXF ) is pleased to announce that it intends to sell on a non -
brokered private placement basis, an aggregate of up to 4,000,000 common shares of the Company (the
"Common Shares") at a price of C$ 25.00 per Common Share for gross proceeds of up to C$ 100 million
(the "Private Placement").
Net proceeds of the Private Placement will be used towards furthering exploration programs at the
Lunahuasi project in San Juan Province, Argentina, including, if permits are approved, construction of an
exploration adit including any supporting infrastructure, work in support of an application for inclusion of
the Lunahuasi project under Arge ntina’s RIGI ( “Regimen de Incentivos para Grandes Inversiones ” or
Incentive Regime for Large Investments ), 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
subject 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 (the “Lundin Family Trusts”) have indicated their intention to
participate in the Private Placement. The Lundin Family Trusts have indicated their intention to maintain
their interest in the Company by subscribing for up to C$100.0 million of the Private Placement. Any
participation in the Private Placement by the Lundin Family Trusts 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.
SPIN-OUT OF LUNR ROYALTIES
The Company anticipates that closing of the Private Placement will occur prior to the completion of 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“). The Arrangement involves, among other things, the exchange of
the existing Common Shares and the distribution of common shares of LunR Royalties (the “LunR Royalties
Shares”) to shareholders of the Company (“ 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 Common Share held on the effective date of the Arrangement (the
“Effective Date”) and 1/4 of a LunR Royalties Share for each Common Share held on the Effective Date.
NGEx Shareholders holding Common Shares as of the business day immediately prior to the Effective Date
will be entitled to receive the New NG Ex Shares and the LunR Royalties Shares pursuant to the
Arrangement. Accordingly, if the closing of the Private Placement occurs prior to the completion of the
Arrangement, the Common Shares issued pursuant to the Private Placement will be eligible to participate
in the Arrangement on the same basis as the other outstanding Common Shares.
As previously announced, the Arrangement was approved by the NGEx S hareholders at the special
meeting of NGEx Shareholders held on September 12, 2025 (the “Meeting”), and a final order approving
the Arrangement was obtained from the Supreme Court of British Columbia on September 18, 2025. 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 an d LunR Royalties, as amended, the Arrangement is
anticipated to be completed in the fourth quarter of 2025.
The Effective Date of the Arrangement have not yet been set by the Company. However, once determined,
it will be communicated by the Company by way of a news release.
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 des cribed in NGEx’s management information
circular dated August 12, 2025 (the “Circular”) available on NGEx’s website and under its profile on
SEDAR+ at www.sedarplus.ca.
LETTER OF TRANSMITTAL
The Company would like to remind registered NGEx Shareholders (“Registered NGEx Shareholders”) that,
in order to receive the securities that they are entitled to receive pursuant to their Arrangement, such
Registered NGEx Shareholders must duly complete an d 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. Additional details on the procedures to be followed by Registered NGEx Shareholders
in or der to r eceive the securities that they are entitled to receive pursuant to the Arrangement are
contained in the Circular, which is available on NGEx’s website and under its profile on SEDAR+ at
www.sedarplus.ca.
The Letter of Transmittal was mailed to each Registered NGEx Shareholder as of August 5, 2025, the record
date for the Meeting, as part of the materials that were mailed to NGEx Shareholders in connection with
the Meeting. The Letter of Transmittal is also available on NGEx’s website and under its profile on SEDAR+
at www.sedarplus.ca.
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 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, the anticipated use of net proceeds
resulting from the Private Placement , 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 eligibility of
Common Shares issued pursuant to the Private Placement to participate in the Arrangement and the timing fo r the
announcement of the Effective Date . 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 resul ts "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 and the expected timing thereof ), the number of Common
Shares sold pursuant to the Private Placement, the insider participation in the Private Placement, the expectations
regarding existing shareholder support and backstops, the use of proce eds of the Private Placement, the focus and
objective of future work programs, the expected results or success of future work programs, the growth strategy of
the Company, the expected timing for the satisfaction of the conditions of the Arrangement and the completion of
the Arrangement. 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 sta tements 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 suc h 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 participatio n in the Private Placement,
the failure to satisfy or waive the closing conditions to the Arrangement; 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
insurance coverage; material adv erse 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 ide ntified in the Company's periodic
filings with Canadian securities regulators. which are available on SEDAR+ at www.sedarplus.ca under the Company's
profile.
Forward-looking information is necessarily based upon various estimates and assumptions including, without
limitation, the expectations and beliefs of management with respect 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 s hareholder support and
backstops, the use of proceeds of the Private Placement, the focus and objective of future work programs, the
expected results or success of future work programs, the closing of the Arrangement, 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 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 anticipat ed 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 par ticipation in the Private Placement, 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 permi ts, 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 Co mpany’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.c a 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 management's current expectations and plans and allowing investors
and others to get a better understanding of t he 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 informat ion
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 Regarding Mineral Properties
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.