NGEx Minerals shareholders approve spinout of royalties

Executive Summary

• NGEx Minerals shareholders approved a statutory plan of arrangement to spin out the NSR royalties on the Lunahuasi and Los Helados projects into a newly named wholly‑owned subsidiary, LunR Royalties Corp. (“RoyaltyCo”).
• The arrangement will issue each NGEx shareholder one‑fourth of a RoyaltyCo share for every NGEx share held, while preserving existing NGEx holdings; NGEx will retain up to a 19.9% stake in RoyaltyCo post‑completion.
• Completion is expected in Q4 2025 pending British Columbia Supreme Court approval (hearing set for Sept. 18 2025) and related conditions.

Key Details

• Shareholder Approval: 100 % of votes cast approved the arrangement; 98.52 % approved a stock‑option plan for RoyaltyCo.
• Structure of Exchange:
• Existing NGEx shareholders receive:
  • 1 new NGEx share per NGEx share held (no net change in NGEx ownership).
  • 0.25 RoyaltyCo shares per NGEx share held (distributed on a pro‑rata basis).
• Post‑Arrangement Ownership: NGEx will hold up to 19.9 % of RoyaltyCo; the remaining RoyaltyCo shares will be owned directly by former NGEx shareholders.
• Option Exchange: All outstanding NGEx stock options will be swapped for:
• A replacement NGEx option (adjusted exercise price).
• A fully‑vested RoyaltyCo option exercisable for 0.25 RoyaltyCo share, with adjusted exercise price reflecting relative share values.
• Legal Timeline:
• Arrangement agreement dated July 21 2025.
• British Columbia Supreme Court hearing scheduled for Sept. 18 2025.
• Anticipated completion in Q4 2025, subject to final court order and satisfaction/waiver of conditions.
• Name Change: The subsidiary’s legal name changed from 17156138 Canada Inc. to LunR Royalties Corp. (previously announced as Delta Royalties Corp.).
• Euroclear Sweden Holders:
• Pareto Securities AB appointed as Swedish issuer agent to facilitate free cross‑border transfer of Euroclear shares to CDS until Sept. 19 2025.
• Shares not transferred by that date will be withdrawn from Euroclear and re‑registered directly with Computershare; new NGEx and RoyaltyCo securities will be issued in the holder’s name.
• Future Plans: After completion, NGEx intends to terminate its affiliation with Euroclear Sweden.

Notable Quotes

(No direct quotes were provided in the release.)