Original News Release
NGEx Minerals spinout to be effective Oct. 23
Mr. Finlay Heppenstall reports
NGEX ANNOUNCES PROPOSED EFFECTIVE DATE OF SPIN-OUT; ADAM LUNDIN APPOINTED AS PRESIDENT & CEO OF LUNR ROYALTIES
The expected closing date of NGEx Minerals Ltd.'s previously announced spinout transaction, pursuant to which the company will spin out net smelter returns royalties on the Lunahuasi and Los Helados projects into a wholly owned subsidiary of NGEx, LunR Royalties Corp., by way of a statutory plan of arrangement under the Canada Business Corporation Act. The closing of the arrangement is expected to occur effective as of 12:01 a.m. (Vancouver time) on Oct. 23, 2025 (the effective date).
The arrangement involves, among other things, the exchange of existing common shares of NGEx and the distribution of common shares of LunR Royalties 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-quarter of a LunR Royalties share for each NGEx share held on the effective date of the arrangement. It is anticipated that NGEx shareholders holding NGEx shares as of the close of business on Oct. 22, 2025, being the business day immediately prior to the effective date of the arrangement, will be entitled to receive the New NGEx shares and the LunR Royalties shares pursuant to 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 LunR Royalties, with the remaining LunR Royalties 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 LunR Royalties exercisable for one-quarter of a LunR Royalties share, and the exercise prices for the NGEx replacement options and the LunR Royalties 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+.
Director and officer changes of LunR Royalties
In advance of closing of the arrangement, as further described in the circular, the board of directors of LunR Royalites has been reconstituted, such that each of Wojtek Wodzicki, Adam Lundin and Martino De Ciccio have been appointed to the LunR board.
In addition, the company is pleased announce that Jamie Beck, the incoming president, chief executive officer and director of Lundin Gold, has also been appointed to the LunR board. 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. During Mr. Beck's tenure as CEO, Filo Corp. delivered an approximate 1,700-per-cent return for its shareholders. Since joining in 2009, Mr. Beck has held numerous senior roles within the Lundin Group, including at NGEx Resources, Filo Mining, Josemaria Resources, Lundin Mining and Mr. Beck will soon become the president, CEO and a director of Lundin Gold. Mr. Beck is a registered professional engineer in the province of Ontario, holds a bachelor of applied science in mechanical engineering from Queen's University and an MBA from the University of British Columbia.
In connection with the reconstitution of the LunR board, the management team at LunR Royalties has also been reshaped in advance of closing of the arrangement, with Mr. Lundin being appointed as the president, chief executive officer and chair of LunR Royalties, and Peter Hemstead being appointed as the chief financial officer and corporate secretary of LunR Royalties. 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. Lundin's appointment also alleviates Mr. Wodzicki, who was previously named as the candidate for interim president and chief executive officer of LunR Royalties, to lead the core business of NGEx, which will continue to focus on growing the remarkably endowed Lunahuasi deposit.
In addition, the company is pleased to also announce that LunR Royalties has further rounded out its management team in advance of closing of the arrangement, with the appointments of Trevor D'Sa as the chief investment officer and Connor Mackay as the vice-president, corporate development and investor relations.
Mr. D'Sa is a mining finance professional with 15 years of experience in capital markets, with a focus on corporate strategy, mergers and acquisitions, and investor relations. Most recently, Mr. D'Sa served as VP, corporate development and investor relations, at Filo from June, 2021, until the Filo acquisition in January, 2025. Prior to his tenure at Filo, Mr. D'Sa served in a corporate development capacity at GT Gold until its acquisition by Newmont, and preceding that he held various investment banking roles of increasing seniority focused on the metals and mining sector, with both Canaccord Genuity and Macquarie Capital Markets. Mr. D'Sa holds a bachelor of commerce degree from the University of British Columbia and an MBA degree from the University of Cambridge.
Mr. Mackay has over 10 years of experience in the natural resources sector, with roles spanning operations, project development and capital markets. He was most recently a publishing research analyst at one of Canada's largest independent investment firms, with coverage of the base and precious metals sectors encompassing mid-cap operators, developers/explorers and royalty companies. Prior to that, he spent several years working at an international engineering firm, completing mine assessments and designs for a wide array of global projects. Mr. Mackay holds a bachelor of applied science degree from the University of British Columbia and is registered as a professional engineer in the province of British Columbia.
Professional biographies of the other members of the LunR board and management team, being Mr. Wodzicki, Mr. Lundin, Mr. De Ciccio and Mr. Hemstead, are set out in the circular, which can be found on NGEx's website and under its profile on SEDAR+.
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 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.
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