Spin-out date confirmed VANCOUVER, BC, Oct. 16, 2025 /CNW/ - NGEx Minerals Ltd. ("NGEx", "NGEx Minerals" or the "Company") (TSX: NGEX; OTCQX: NGXXF) is pleased to announce the expected closing date of its previously announced spin-out 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. ("LunR Royalties"), by way of a statutory plan of arrangement under the Canada Business Corporation Act (the "Arrangement"). The closing of the Arrangement is expected to occur effective as of 12:01 a.m. (Vancouver time) on October 23, 2025 (the "Effective Date"). PDF version
The Arrangement involves, among other things, the exchange of existing 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 immediately prior to the effective time of the Arrangement will hold one new common share of NGEx (each, a "New NGEx Share") for each NGEx Share held on the Effective Date of the Arrangement and 1/4 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 October 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% 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 (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, 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 August 12, 2025 (the "Circular") available on NGEx's website and under its profile on SEDAR+ at www.sedarplus.ca.