NGEx Minerals spinout to be effective Oct. 23

Executive Summary

• NGEx Minerals Ltd. has announced the proposed effective date for the spin-out of its Lunahuasi and Los Helados projects into a new wholly-owned subsidiary, LunR Royalties Corp.
• The transaction is structured as a statutory plan of arrangement, with an expected closing effective 12:01 a.m. (Vancouver time) on October 23, 2025.
• Shareholders will receive a distribution of shares in the new entity, with each NGEx shareholder receiving one new NGEx share and one-quarter of a LunR Royalties share for each NGEx share held.

Key Details

• Effective Date: The arrangement is expected to close effective 12:01 a.m. (Vancouver time) on October 23, 2025.
• Record Date: Shareholders holding NGEx shares as of the close of business on October 22, 2025, are entitled to receive the new securities.
• Share Distribution Structure:
  • Existing NGEx shareholders will receive one new common share of NGEx for each NGEx share held.
  • Existing NGEx shareholders will receive one-quarter (0.25) of a common share of LunR Royalties for each NGEx share held.
  • There will be no change in NGEx shareholders' holdings in NGEx as a result of the arrangement.
• Ownership Post-Transaction: NGEx is expected to hold up to a 19.9% ownership interest in LunR Royalties, with the remaining shares distributed pro-rata to NGEx shareholders.
• Stock Option Exchange:
  • Each outstanding stock option of NGEx will be exchanged for a replacement stock option of NGEx and a fully vested stock option of LunR Royalties.
  • The LunR Royalties option is exercisable for one-quarter of a LunR Royalties share.
  • Exercise prices for both NGEx and LunR Royalties options will be adjusted to reflect the relative value of the shares.
• Board of Directors (LunR Royalties):
  • Wojtek Wodzicki appointed to the board.
  • Adam Lundin appointed to the board.
  • Martino De Ciccio appointed to the board.
  • Jamie Beck (incoming President, CEO, and Director of Lundin Gold) appointed to the board.
• Executive Appointments (LunR Royalties):
  • Adam Lundin: Appointed President, Chief Executive Officer, and Chair.
  • Peter Hemstead: Appointed Chief Financial Officer and Corporate Secretary.
  • Trevor D'Sa: Appointed Chief Investment Officer.
  • Connor Mackay: Appointed Vice-President, Corporate Development and Investor Relations.
• Management Changes at NGEx:
  • Wojtek Wodzicki is relieved of his role as interim President and CEO of LunR Royalties to lead the core business of NGEx, focusing on the Lunahuasi deposit.

Notable Quotes

• "Mr. Lundin's appointment as president and chief executive officer of LunR Royalties provides the new venture with an experienced and dedicated executive leadership team that will look to build LunR Royalties into a significant new player in the royalty space."
• "Mr. Beck brings a proven record of creating shareholder value within the Lundin Group. Under his six-year leadership at Filo Corp., the exploration program delivered the discovery of one of the largest copper, gold and silver deposits in the world, culminating in the $4.5-billion acquisition of Filo Corp. by BHP Investments Canada Inc. and Lundin Mining Corp. in January, 2025."