NGEx Announces Closing of Spin-out of LunR Royalties
The Arrangement involved, among other things, the exchange of common shares of NGEx (each, a "NGEx Share") and the distribution of common shares of LunR Royalties (the "LunR Royalties Shares") to existing NGEx Shareholders such that each NGEx Shareholder as of the close of business on
Immediately following the completion of the Arrangement, an aggregate of 67,186,346 LunR Royalties Shares were issued and outstanding, of which NGEx holds 13,370,107 common shares, representing a 19.9% ownership interest in LunR Royalties. The remaining LunR Royalties Shares will be distributed to NGEx Shareholders on a pro-rata basis as described above. Holdings in NGEx by NGEx Shareholders' were not affected as a result of the Arrangement.
In addition, each outstanding stock option of NGEx has been exchanged for a replacement stock option of NGEx (each, a "NGEx Replacement Option") and a fully-vested stock option of LunR Royalties (each, a "LunR Royalties Option") exercisable for 1/4 of a LunR Royalties Share. Pursuant to the provisions in the Plan of Arrangement which stipulated how the exercise prices of NGEx Replacement Options and LunR Royalties Options would be established, which took into account, among other things, the relative value of the New NGEx Shares and LunR Royalties Shares (which such provisions are described in further detail in NGEx's management information circular dated
The terms of the Arrangement are in the Circular available on NGEx's website and under its profile on SEDAR+ at www.sedarplus.ca.
The Company would like to remind registered NGEx Shareholders ("Registered NGEx Shareholders") that in order to receive the New NGEx Shares and LunR Royalties Shares that they are entitled to receive pursuant to the Arrangement, such Registered NGEx Shareholders must duly complete and execute a letter of transmittal (the "Letter of Transmittal") in accordance with the instructions included therein, and deliver it to the depositary for the Arrangement,
Only Registered NGEx Shareholders are required to submit a Letter of Transmittal in order to receive the New NGEx Shares and LunR Royalties Shares that they are entitled to receive pursuant to the Arrangement. Non-registered NGEx Shareholders who hold their NGEx Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary (each, an "Intermediary"), including NGEx Shareholders who hold their NGEx Shares through a depositary, such as CDS & Co., of which their Intermediary is a participant, should contact that Intermediary for instructions and assistance in receiving the New NGEx Shares and LunR Royalties Shares that they are entitled to receive pursuant to the Arrangement and carefully follow any instructions provided by such Intermediary.
The Letter of Transmittal was mailed to each Registered NGEx Shareholder as of
None of the securities issued pursuant to the Arrangement have been or will be registered under
LunR Royalties Directors, Officers and Other Matters
As previously announced, the board of directors of LunR Royalites has been reconstituted and is comprised of four members, being Messrs.
Executive management of LunR Royalties will be led by Mr.
Professional biographies of the members of the LunR Board and management team are set out in the Circular and in a news release dated
The LunR Royalties Shares have not been listed on any stock exchange as of the Effective Date of the Arrangement. No assurance can be given as to if, or when, LunR Royalties Shares will be listed or traded on any stock exchange.
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 for trading of the New NGEx Shares on the TSX under the new CUSIP, and the listing of the LunR Royalties Shares on a stock exchange and the expected timing thereof. 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 with regards to the focus and objective of future work programs, the expected results or success of future work programs, the growth strategy of the Company and/or LunR, the expected timing for the trading of the New NGEx Shares on the TSX under the new CUSIP and the expected listing of the LunR Royalties Shares on a stock exchange and the expected timing thereof. 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, Mineral Resources estimates, estimations of costs, and permitting time lines; ability to obtain surface rights and property interests; currency exchange rate fluctuations; requirements for additional capital; changes to government regulation of mining activities; environmental risks; unanticipated reclamation or remediation expenses; title disputes or claims; limitations on insurance coverage; material adverse changes to the current price of and/or demand for commodities, particularly copper, gold and silver; material adverse changes to general business and economic conditions, including in the jurisdictions in which the Company's mineral property interests reside; material labour disputes, accidents, or failures of equipment; and those described in the Risk Factors section of the most recent annual information form and annual management discussion and analysis, and risks, uncertainties and other factors identified in the Company's periodic filings with Canadian securities regulators. which are available on SEDAR+ at www.sedarplus.ca under the Company's profile.
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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