NGEx sets Sept. 12 special meeting vote on spinout

Mr. Finlay Heppenstall reports NGEX MINERALS FILES NOTICE OF SPECIAL MEETING AND INFORMATION CIRCULAR FOR PROPOSED SPIN-OUT AND NEW TECHNICAL REPORTS FOR THE LUNAHUASI PROJECT AND LOS HELADOS PROJECT Further to NGEx Minerals Ltd.'s news release dated July 22, 2025, the company has mailed and filed a notice of meeting and management information circular dated Aug. 12, 2025, and related meeting materials, for its special meeting of shareholders of the company (the NGEx shareholders) to be held to consider and vote on the company's previously announced spinout transaction pursuant to which the company will spinout net smelter returns royalties on the Lunahuasi and Los Helados projects by way of a statutory plan of arrangement under the Canada Business Corporation Act. At the meeting, NGEx shareholders will be asked to consider, and if thought fit, to pass, with or without variation, a special resolution approving the arrangement, which involves, among other things, the exchange of the existing common shares of the company and the distribution of common shares of 17156138 Canada Inc. (which is expected to be renamed Delta Royalties prior to completion of the arrangement) (RoyaltyCo) to NGEx shareholders, such that each NGEx shareholder will hold one new common share of NGEx for each NGEx share held on the effective date of the arrangement and one-quarter of a common share of RoyaltyCo for each NGEx share held on the effective date of the arrangement, all in accordance with the terms of the arrangement agreement dated July 21, 2025, between NGEx and RoyaltyCo (as amended, supplemented or otherwise modified from time to time, the arrangement agreement), all as more particularly described in the meeting materials. In addition, at the meeting, subject to the approval of the arrangement resolution, NGEx shareholders will be asked to consider, and if thought fit, to pass, with or without variation, an ordinary resolution to approve a stock option plan for RoyaltyCo, as more particularly described in the meeting materials. The meeting will be held in person at the office of the company at suite 2800, Four Bentall Centre, 1055 Dunsmuir St., Vancouver, B.C., V7X 1L2, on Sept. 12, 2025, at 10 a.m. (Vancouver time), subject to any adjournment or postponement thereof. The company obtained an interim order from the British Columbia Supreme Court on Aug. 12, 2025, regarding the arrangement and authorizing the company to proceed with various matters relating thereto, including among other things, the calling and holding of the meeting to consider and vote on the arrangement. The board of directors of NGEx has determined that the arrangement is fair to NGEx shareholders and in the best interests of the company and unanimously recommends that the NGEx shareholders vote in favour of the arrangement resolution and the RoyaltyCo option plan resolution. Each director and officer of NGEx who owns NGEx shares has indicated his or her intention to vote his or her NGEx shares in favour of the arrangement resolution and the RoyaltyCo option plan resolution. The meeting materials contain important information regarding the arrangement and related matters, how NGEx shareholders can participate and vote at the meeting, how NGEx shareholders can receive the New NGEx shares and RoyaltyCo shares that they are entitled to receive pursuant to the arrangement, and the background that led to the arrangement, including the reasons that led the board to determine that the arrangement is fair to NGEx shareholders and in the best interests of the company, and to unanimously recommend that NGEx shareholders approve the arrangement. NGEx shareholders should carefully review all of the meeting materials. Pursuant to the terms of the interim order, NGEx shareholders of record at the close of business on Aug. 5, 2025, will be entitled to receive notice of and vote at the meeting. NGEx shareholders should carefully review all meeting materials as they contain important information concerning the arrangement and the rights and entitlements of the NGEx shareholders thereunder. The meeting materials have been filed by the company on SEDAR+ and are available thereat under the company's profile, and on the company's website. Pursuant to the terms of the interim order, to be effective, the arrangement resolution must be approved by at least 66.67 per cent of the votes cast on the arrangement resolution by NGEx shareholders present in person or represented by proxy and entitled to vote at the meeting. The anticipated hearing date for the application for the final order of the court is Sept. 18, 2025. Subject to obtaining the required approval of the NGEx shareholders at the meeting, the final order and the satisfaction or waiver of the conditions to implementing the arrangement as set out in the arrangement agreement, the arrangement is anticipated to be completed in the fourth quarter of 2025. Shareholders who require assistance with the procedure for voting may contact Computershare Investor Services Inc. toll-free at 1-800-564-6253 (within North America) or 1-514-982-7555 (International), or by e-mail at [email protected]. Board and management of RoyaltyCo On completion of the arrangement, the board of directors of RoyaltyCo will consist of Wojtek Wodzicki, Adam Lundin and Martino De Ciccio. The management team of RoyaltyCo will consist of Mr. Wodzicki as interim president and chief executive officer and Peter Hemstead as chief financial officer and interim corporate secretary. Changes and additions to the management team and the board of directors of RoyaltyCo will be made as needed following completion of the arrangement. Listing of RoyaltyCo shares The company has caused RoyaltyCo to make an application for a listing of the RoyaltyCo shares on the TSX Venture Exchange. However, while RoyaltyCo has applied to list the RoyaltyCo shares on the TSX-V, completion of a listing is subject to regulatory approvals and the satisfaction of all of the applicable listing requirements of the TSX-V. There can be no assurance that such conditions will be satisfied and that a listing of RoyaltyCo shares will be completed, and RoyaltyCo may elect not to proceed with a listing at any time in its sole discretion. NGEx will provide further guidance at a later date on the timing for any listing of the RoyaltyCo shares on the TSX-V. NGEx shareholders through Euroclear Sweden AB In connection with the arrangement, NGEx has engaged Pareto Securities AB as its Swedish issuer agent to provide NGEx shareholders who hold their NGEx shares through Euroclear Sweden AB, for a limited period of time, up until Sept. 19, 2025, with the opportunity to cross-border their NGEx shares free of charge to CDS (the Canadian Depositary for Securities Ltd.). NGEx encourages all Euroclear holders to take this opportunity to move their NGEx shares to the CDS free of charge. Euroclear holders will receive detailed information by mail on how to proceed if they wish to cross-border their NGEx shares to CDS. For any Euroclear holders who do not cross-border their NGEx shares to CDS on or before Sept. 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 RoyaltyCo 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 Sept. 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 RoyaltyCo 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 [email protected]. New technical reports for Lunahuasi project and Los Helados project The company is also pleased to announce that it has filed on SEDAR+ new technical reports, prepared in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects in respect of each of the Lunahuasi project and the Los Helados project. The technical reports were prepared to support the disclosure concerning the Lunahuasi project and the Los Helados project contained in the circular to be delivered to NGEx shareholders in connection with the meeting. The technical report with respect to the Lunahuasi project is titled "Technical Report on the Lunahuasi Project, Argentina," and is dated Aug. 22, 2025, with an effective date of Aug. 6, 2025. The technical report with respect to the Los Helados project is titled "Technical Report on the Los Helados Project, Chile and Argentina," and is dated Aug. 22, 2025, with an effective date of July 29, 2025. The technical reports were prepared for the company by SLR Consulting (Canada) Ltd. Copies of the technical reports are also available on the company's website. The qualified person for the Lunahuasi technical report is Luke Evans, MSc, PEng. The qualified persons for the Los Helados technical report are Mr. Evans, MSc, PEng, and Dr. Giovanni Di-Prisco, PhD, PGeo. About NGEx Minerals Ltd. 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 Vicuna district, which includes the Caserones mine and the Josemaria and Filo del Sol deposits. NGEx owns 100 per cent 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-per-cent owner of the operating Caserones open pit copper mine located approximately 17 kilometres north of Los Helados. Lundin Mining Corp. holds the remaining 70-per-cent stake in Caserones. The company's common shares are listed on the Toronto Stock Exchange under the symbol NGEX and also trade on the OTCQX under the symbol NGXXF.