Mr. Finlay Heppenstall reports
NGEX MINERALS REMINDS SHAREHOLDERS TO VOTE AT SPECIAL MEETING FOR THE PROPOSED SPIN-OUT OF VALLE ANCHO PROJECT TO BE HELD ON OCTOBER 29, 2026
NGEx Minerals Ltd. would like to remind shareholders of the company of the coming special meeting of shareholders to be held on Oct. 29, 2026, 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 Corporations Act.
For more information regarding the arrangement, including the proposed exchange of the existing common shares of the company for new common shares of NGEx and common shares of Valiente Resources Inc., currently a wholly owned subsidiary of NGEx, in connection with the arrangement, please refer to the company's management information circular dated Sept. 25, 2026, available on the company's website and on SEDAR+, and the company's press release dated Oct. 2, 2026.
Voting deadline
NGEx shareholders are encouraged to submit their proxies in advance of the 10 a.m. Vancouver time deadline on Oct. 27, 2026, to ensure their votes are received and counted.
Valle Ancho spinout rationale
The board of directors of NGEx unanimously recommends that NGEx shareholders vote for the arrangement.
The rationale for spinning out Valle Ancho is to:
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Create a dedicated junior exploration company focused on the Valle Ancho project and future exploration and development opportunities;
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Allow NGEx to maintain focus on advancing its Lunahuasi and Los Helados projects;
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Provide shareholders with direct ownership in both NGEx and Valiente;
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Create two focused companies with distinct strategies and capital allocation priorities;
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Enhance visibility and potential value recognition for the respective asset portfolios.
Key considerations regarding mechanics of the arrangement
Key considerations regarding the mechanics and expected timing for the delivery of new NGEx shares and Valiente shares in exchange for NGEx shares pursuant to the arrangement include:
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Registered NGEx shareholders
will be required to submit a letter of transmittal in order to receive new NGEx shares and Valiente shares in exchange for their NGEx shares following completion of the arrangement.
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Beneficial NGEx shareholders
who hold their NGEx shares through a broker, bank or other intermediary will not be required to submit a letter of transmittal. These NGEx shareholders should contact their intermediaries for instructions and assistance with receiving the new NGEx shares and Valiente shares for their NGEx shares.
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Intermediaries
holding NGEx shares through CDS & Co. should refer to the applicable closing bulletins issued by CDS Clearing and Depositary Services Inc. and the Toronto Stock Exchange, which are expected to be released in connection with the effective date of the arrangement, for information regarding the mechanics and expected timing for delivery of the new NGEx shares and Valiente shares in exchange for NGEx shares held through CDS. Shareholders should be aware that there may be a period of time between the effective date of the arrangement and the issuance of the applicable CDS and TSX closing bulletins and the subsequent delivery of such securities.
- For the avoidance of doubt, there is no record date or ex dividend date for determining the NGEx shareholders entitled to receive the new NGEx shares and Valiente shares for their NGEx shares pursuant to the arrangement, and there will be no ex dividend trading with respect to the NGEx shares.
The arrangement remains subject to shareholder approval, court approval and the satisfaction of other customary closing conditions, including conditional approval for the listing of the Valiente shares on the TSX Venture Exchange.
Updated management information circular
On Oct. 2, 2026, the company filed the circular on SEDAR+. It has come to the company's attention that an interim review report prepared by the company's auditor, PricewaterhouseCoopers LLP, for the audit committee of the company on the condensed interim combined carveout financial statements of the Valle Ancho exploration business of the company for the three and six months ended June 30, 2026, and 2025 (the interim review report), was included in Schedule E to the circular. The interim review report was not intended to form part of the circular.
On Oct. 8, 2026, NGEx refiled the circular on SEDAR+, with the interim review report excluded from the circular, and updated the circular contained on the company's website accordingly. The company confirms that no other changes were made to the circular and that all other information contained therein remains unchanged.
About NGEx Minerals
Ltd.
NGEx Minerals is a mineral 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 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 of the 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 TSX 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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