NGEx Minerals shareholders approve spinout of royalties

Mr. Finlay Heppenstall reports NGEX SHAREHOLDERS APPROVE SPIN-OUT OF ROYALTIES NGEx Minerals Ltd. shareholders, at the special meeting of NGEx shareholders held today, approved the previously announced spinout transaction, pursuant to which the company will spin out net smelter return (NSR) royalties on the Lunahuasi and Los Helados projects into a wholly owned subsidiary of NGEx (RoyaltyCo), by way of a statutory plan of arrangement under the Canada Business Corporation Act. At the meeting, the special resolution approving the arrangement was approved by 100 per cent of the votes cast on the arrangement resolution by NGEx shareholders presented in person or represented by proxy and entitled to vote at the meeting. In addition, at the meeting, an ordinary resolution approving a stock option plan for RoyaltyCo was also approved by 98.52 per cent of the votes cast on the RoyaltyCo option plan resolution by NGEx shareholders presented in person or represented by proxy and entitled to vote at the meeting. The arrangement is subject to the approval of the British Columbia Supreme Court. The anticipated hearing date for the application for the final order of the court is Sept. 18, 2025. Subject to obtaining the final order and 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 RoyaltyCo, 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 and the distribution of common shares of RoyaltyCo 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 for each NGEx share held on the effective date of the arrangement and one-fourth of a RoyaltyCo share for each NGEx share held on the effective date of 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-per-cent ownership interest in RoyaltyCo, with the remaining RoyaltyCo 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 and a fully vested stock option of RoyaltyCo, exercisable for one-fourth of a RoyaltyCo share, and the exercise prices for the NGEx replacement options and the RoyaltyCo 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 Aug. 12, 2025, available on NGEx's website and under its profile on SEDAR+. Name change of RoyaltyCo NGEx is also pleased to announce that it has changed the name of RoyaltyCo from 17156138 Canada Inc. to LunR Royalties Corp., and has amended the arrangement agreement and plan of arrangement, respectively, to reflect such name change. The company determined to change the name of RoyaltyCo to LunR Royalties rather than the previously announced name of Delta Royalties Corp. to better reflect the nature of RoyaltyCo following completion of the arrangement, which will be focused on holding the net smelter return royalties on the Lunahuasi and Los Helados projects, and on growing and diversifying a portfolio of royalties in the mining and mineral resource industry through acquisitions and strategic investments. NGEx shareholders through Euroclear Sweden AB NGEx would like to remind NGEx shareholders who hold their NGEx shares through Euroclear Sweden that, in connection with the arrangement, it has engaged Pareto Securities AB as its Swedish issuer agent to provide Euroclear holders, 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. Detailed information has been provided by NGEx to Euroclear holders 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 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 as of Sept. 22, 2025. Following completion of the arrangement, NGEx intends to terminate its affiliation with Euroclear Sweden. 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]. 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. NGEx is part of the Lundin Group of Companies. We seek Safe Harbor.