NGEx Receives Court Approval for the Spin-Out of Royalties

Executive Summary

• NGEx Minerals obtained final Supreme Court approval for its statutory plan of arrangement to spin‑out net smelter return royalties from the Lunahuasi and Los Helados projects into a new wholly‑owned subsidiary, LunR Royalties Corp.
• Each existing NGEx shareholder will receive one “New NGEx Share” plus ¼ of a LunR Royalties Share for every NGEx share held on the record date; NGEx will retain up to a 19.9 % interest in LunR Royalties.
• The arrangement is expected to close in Q4 2025, subject to customary closing conditions, and includes adjustments to existing stock options and a cross‑border share conversion process for Euroclear holders.

Key Details

• Court Approval: Final order from the Supreme Court of British Columbia confirming the spin‑out arrangement.
• Shareholder Entitlements:
• 1 New NGEx Share per pre‑effective‑date NGEx Share.
• ¼ LunR Royalties Share per pre‑effective‑date NGEx Share.
• Post‑Closing Ownership: NGEx will hold up to 19.9 % of LunR Royalties; the remaining LunR Royalties Shares will be distributed pro‑rata to existing shareholders.
• Option Adjustments: All outstanding NGEx stock options will be exchanged for:
• A replacement NGEx option (adjusted exercise price).
• A fully‑vested LunR Royalties option exercisable for ¼ of a LunR Royalties Share (exercise price adjusted accordingly).
• Closing Timeline: Anticipated completion in the fourth quarter of 2025, subject to customary conditions.
• Record Date & Effective Date: Not yet set; will be announced via a future news release.
• Euroclear Holders:
• Cross‑border transfer to CDS free of charge available until 19 Sept 2025 (Pareto Securities AB acting as issuer agent).
• Shares not transferred by that date will be withdrawn from Euroclear and re‑registered directly with Computershare.
• NGEx intends to terminate its affiliation with Euroclear Sweden AB after the arrangement closes.
• Regulatory Notes:
• No securities issued under the Arrangement are or will be registered in the United States; issuances rely on exemptions under Section 3(a)(10) of the U.S. Securities Act and applicable state law exemptions.
• Forward‑Looking Statements: The release contains numerous forward‑looking statements regarding timing, conditions precedent, and procedural steps for shareholders.

Notable Quotes

(No direct quotes were included in the release.)