NGEx Minerals to Spin-Out Royalties to Shareholders
VANCOUVER, BC,
Highlights
- Create a 1% NSR royalty on the 100% owned
Lunahuasi Project , located in San Juan Province Argentina. - Intends to create a 2% NSR royalty on the
Los Helados Project located in Region 3,Chile , with a 1.38% NSR to be allocated to a newly incorporated, wholly-owned subsidiary ("RoyaltyCo") and a 0.62% NSR to be allocated toNippon Caserones Resources LLC ("NCR"), a subsidiary of JX Advanced Metals Corporation, based on each company's respective pro-rata interest in Los Helados of approximately 69% and 31%. - Shareholders of NGEx will vote on the Arrangement at a special meeting to be held on
September 12, 2025 . The Arrangement will also be subject toToronto Stock Exchange and court approval. - If approved, shareholders of NGEx will receive 1/4 of a share of RoyaltyCo for each share of NGEx held as of the Record Date (as defined below).
- RoyaltyCo intends to apply to list its shares on the
TSX Venture Exchange (the "TSXV") following completion of the Arrangement. Such listing will be subject to it fulfilling all of the listing requirements of the TSXV.
Summary
The Company has entered into a royalty purchase agreement with a newly incorporated wholly-owned subsidiary of the Company ("RoyaltyCo") pursuant to which NGEx will cause a 1.0% NSR royalty on the Nacimiento I concession, located in
Concurrent with the foregoing, NGEx has also entered into an arrangement agreement with RoyaltyCo (the "Arrangement Agreement"), whereby, among other things, the common shares of RoyaltyCo (the "RoyaltyCo Shares") will be spun-out to the shareholders of NGEx (the "NGEx Shareholders") by way of a statutory plan of arrangement under the Canada Business Corporations Act. As part of the spin-out of the RoyaltyCo Shares to NGEx Shareholders, NGEx also expects to make a cash injection into RoyaltyCo.
The creation and spin-out of RoyaltyCo is designed to allow NGEx Shareholders to capture additional long-term value from the Lunahuasi and Los Helados projects through the Royalties, while NGEx continues to focus on advancing the Lunahuasi and Los Helados projects. Over time, it is expected that RoyaltyCo may add new and additional royalty interests to its portfolio.
Terms of the Arrangement
The Arrangement involves, among other things, the distribution of RoyaltyCo Shares to NGEx Shareholders such that each NGEx Shareholder as of a particular date, immediately prior to closing of the Arrangement (the "Record Date") will receive 1/4 of a RoyaltyCo Share for each common share of NGEx (each, a "NGEx Share") held as of the Record Date. 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% ownership interest in RoyaltyCo, with the remaining RoyaltyCo Shares being distributed to NGEx Shareholders on a pro-rata basis as described above.
Each outstanding stock option of NGEx (each, a "NGEx Option") will be exchanged for a replacement stock option of NGEx (each, a "NGEx Replacement Option") and a fully-vested stock option of RoyaltyCo (each, a "RoyaltyCo Option") exercisable for 1/4 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.
NGEx Shareholders will vote on the Arrangement at a special meeting to be held on
The Circular will propose an experienced senior management team and board of directors for RoyaltyCo. Further details regarding the proposed management team and board of directors of RoyaltyCo will be described in the Circular.
After careful consideration, the Board of Directors has unanimously determined that the Arrangement is fair to NGEx Shareholders and is in the best interests of the Company. A description of the various factors considered by the Board of Directors in arriving at this determination will be provided in the Circular.
Following completion of the Arrangement, the NGEx Shares will continue trading on the TSX under the symbol "NGEX" and on the OTCQX under the symbol "NGXXF". RoyaltyCo intends to apply to list the RoyaltyCo Shares on the TSXV shortly following completion of the Arrangement. Readers are cautioned that, while RoyaltyCo intends to pursue a listing on the TSXV shortly following completion of the Arrangement, it has not yet submitted an application for listing, and completion of a listing is subject to regulatory approvals and the satisfaction of all of the applicable listing requirements of the TSXV. There can be no assurance that a listing will be completed, and RoyaltyCo may elect not to proceed with a listing at any time in its sole discretion.
About
NGEx owns 100% of Lunahuasi and is the majority partner and operator for the Los Helados project, subject to a Joint Exploration Agreement with
The Company's common shares are listed on the TSX under the symbol "NGEX" and also trade on the OTCQX under the symbol "NGXXF". NGEx is part of the
Additional information relating to NGEx may be obtained or viewed on SEDAR+ at www.sedarplus.ca.
Additional Information
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this news release.
The information contained in this news release was accurate at the time of dissemination but may be superseded by subsequent news release(s). The Company is under no obligation, nor does it intend to update or revise the forward-looking information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made and information contained herein in the news release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation (collectively, "forward-looking information"). All statements other than statements of historical facts included in this document constitute forward-looking information, including but not limited to, statements regarding: the timing, structure and completion of the Arrangement, the entering into of the royalty purchase agreements related to the Los Helados Royalty, the completion of the transactions contemplated by the royalty purchase agreements related to the Lunahuasi Royalty and the Los Helados Royalty, the injection of cash from NGEx to RoyaltyCo, future potential for NGEx and RoyaltyCo, future acquisitions of additional royalty interests by RoyaltyCo to its portfolio, future exploration and development of the Lunahuasi and Los Helados Projects, anticipated benefits of the Arrangement, the timing and receipt of required shareholder, court and stock exchange approvals for the Arrangement, the composition of RoyaltyCo's board of directors and management team, the application for, and listing of, the RoyaltyCo Shares on the TSXV following completion of the Arrangement and the timing for mailing of the Circular and the holding of the Meeting. Generally, this forward-looking information can frequently, but not always, be identified by use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "projects", "budgets", "assumes", "strategy", "objectives", "potential", "possible", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events, conditions or results "will", "may", "could", "would", "should", "might" or "will be taken", "will occur" or "will be achieved" or the negative connotations thereof.
Forward-looking information is necessarily based upon various estimates and assumptions including, without limitation, the expectations and beliefs of management. Although the Company believes that these factors and expectations are reasonable as at the date of this document, in light of management's experience and perception of current conditions and expected developments, these statements are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown risks, uncertainties and other factors may cause actual results or events to differ materially from those anticipated in such forward-looking statements and undue reliance should not be placed on such statements and information. Such factors include, without limitation: the risk of the Company not obtaining court, NGEx Shareholder or stock exchange approvals to proceed with the Arrangement, the risk of unanticipated tax consequences to the Arrangement, the risk of the market valuing NGEx and RoyaltyCo in a manner not anticipated by the Company, risks related to the benefits of the Arrangement not being realized, risks relating to RoyaltyCo not being able to add additional royalty interests to its portfolio, the emergence or intensification of infectious diseases, such as COVID 19, and the risk that such an occurrence globally, or in the Company's operating jurisdictions and/or at its project sites in particular, could impact the Company's ability to carry out the program and could cause the program to be shut down; estimations of costs, and permitting time lines; ability to obtain environmental permits, surface rights and property interests in a timely manner; currency exchange rate fluctuations; requirements for additional capital; changes in the Company's share price; changes to government regulation of mining activities; environmental risks; unanticipated reclamation or remediation expenses; title disputes or claims; limitations on insurance coverage, fluctuations in the current price of and demand for commodities, particularly gold prices, as they are fluctuating currently due to market volatility; material adverse changes in general business, government and economic conditions in the Company's operating jurisdictions, particularly
The forward-looking information contained in this news release is based on information available to the Company as at the date of this news release. Except as required under applicable securities legislation, the Company does not undertake any obligation to publicly update and/or revise any of the forward-looking information included, whether as a result of additional information, future events and/or otherwise. Forward-looking information is provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All the forward-looking information contained in this document is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof.
Cautionary Note to
Information concerning the mineral properties of the Company contained in this news release has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of securities laws of
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