Mr. Finlay Heppenstall reports

NGEX MINERALS FILES NOTICE OF SPECIAL MEETING AND INFORMATION CIRCULAR FOR PROPOSED SPIN-OUT OF THE VALLE ANCHO PROJECT

Further to the news release dated Aug. 6, 2026, NGEx Minerals Ltd. has mailed and filed a notice of meeting, management information circular and related meeting materials for its special meeting of shareholders of the company to be held to approve the company's previously announced spinout transaction whereby the company will spin out its Valle Ancho project by way of a statutory plan of arrangement under the Canada Business Corporation Act. The meeting will be held at the company's head office on Oct. 29, 2026, at 10 a.m. Vancouver time.

At the meeting, NGEx shareholders will be asked to vote in favour of a special resolution approving the arrangement, which involves, among other things, the exchange of the existing common shares of the company and the distribution of common shares of Valiente Resources Inc., currently a wholly owned subsidiary of NGEx, to NGEx shareholders, such that each NGEx shareholder will receive one new common share of NGEx and one-fifth of a Valiente share for each NGEx share held.

Key considerations regarding the mechanics and expected timing for delivery of new NGEx shares and Valiente shares in exchange for NGEx shares pursuant to the arrangement include:

• Registered NGEx shareholders are required to submit a letter of transmittal, as provided in the meeting materials to receive new NGEx shares and Valiente shares in exchange for their NGEx shares.
• Non-registered (beneficial) NGEx shareholders will not be provided with, and will not need to submit, a letter of transmittal and must contact their intermediary for instructions and assistance in receiving the new NGEx shares and Valiente shares for their NGEx shares.
• Intermediaries should refer to the closing bulletin of CDS Clearing and Depositary Services Inc., which is expected to be released in connection with the effective date of the arrangement and the closing bulletin of the Toronto Stock Exchange for details regarding the mechanics and expected timing for delivery of the new NGEx shares and Valiente shares in exchange for NGEx shares held through CDS & Co. Please note that there may be a lag between the effective date and the release of both the Toronto Stock Exchange and CDS closing bulletins.
• For the avoidance of doubt, there is no record or ex dividend date for purposes of determining the NGEx shareholders entitled to receive the new NGEx shares and Valiente shares for their NGEx shares pursuant to the arrangement, nor will there be any ex dividend trading with respect to the NGEx shares.

In addition, at the meeting, subject to the approval of the arrangement resolution, NGEx shareholders will be asked to vote in favour of an ordinary resolution to approve an omnibus incentive plan for Valiente.

NGEx shareholders should carefully review all meeting materials as they contain important information concerning the arrangement and the rights and entitlements of the NGEx shareholders thereunder. The meeting materials have been filed by the company on SEDAR+ and are available thereat under the company's profile at SEDAR+ and on the company's website.

The board of directors of NGEx unanimously recommends that the NGEx shareholders vote in favour of the arrangement resolution and the Valiente omnibus plan resolution.

Court orders, voting and assistance

The company obtained an interim order from the B.C. Supreme Court on Sept. 25, 2026, regarding the arrangement and authorizing the company to proceed with various matters relating thereto, including, among other things, the calling and holding of the meeting to consider and vote on the arrangement.

Pursuant to the terms of the interim order, to be effective, the arrangement resolution must be approved by at least 66-2/3rds per cent of the votes cast on the arrangement resolution by NGEx shareholders present in person or represented by proxy and entitled to vote at the meeting. Pursuant to the terms of the interim order, NGEx shareholders of record at the close of business on Sept. 22, 2026, will be entitled to receive notice of and vote at the meeting.

Shareholders who require assistance with the procedure for voting may contact Computershare Investor Services Inc. toll-free at 1-800-564-6253 (within North America) or 1-514-982-7555 (international) or by e-mail at service@computershare.com.

The anticipated hearing date for the application for the final order of the court is Nov. 4, 2026. Subject to obtaining the required approval of the NGEx shareholders at the meeting, the final order, and the satisfaction or waiver of the conditions to implementing the arrangement as set out in the arrangement agreement, the arrangement is anticipated to be completed in the fourth quarter of 2026.

Listing of Valiente shares

The company has caused Valiente to make an application for a listing of the Valiente shares on the TSX Venture Exchange. However, while Valiente has applied to list the Valiente shares on the TSX-V, completion of a listing is subject to regulatory approvals and the satisfaction of all of the applicable listing requirements of the TSX-V. There can be no assurance that such conditions will be satisfied and that a listing of Valiente shares will be completed. It is a condition to the completion of the arrangement that the TSX-V shall have conditionally approved the listing of the Valiente shares, subject only to satisfaction of the customary listing requirements of the TSX-V. NGEx will provide further guidance at a later date on the timing for any listing of the Valiente shares on the TSX-V.

Technical report for Valle Ancho project

The company is also pleased to announce that it has filed on SEDAR+ a technical report titled "NI 43-101 Technical Report, Valle Ancho Copper-Gold Project, Catamarca Province, Argentina," dated Aug. 31, 2026, with an effective date of July 31, 2026, prepared in accordance with National Instrument 43-101 (Standards of Disclosure for Mineral Projects) in respect of the Valle Ancho project. The Valle Ancho technical report was prepared to support the disclosure concerning the Valle Ancho project contained in the circular to be delivered to NGEx shareholders in connection with the meeting. The Valle Ancho technical report was prepared for the company by Benjamin Sanfurgo, FAusIMM, of SLR Consulting (Canada) Ltd., who is independent of NGEx and Valiente and a qualified person under NI 43-101.

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 approximately 69.1-per-cent majority partner and operator for Los Helados project, which is subject to a joint exploration agreement with Lundin Mining Corp. Lundin Mining is also the 75-per-cent owner and operator of the Caserones open-pit copper mine located approximately 17 kilometres north of Los Helados.

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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