Mr. Finlay Heppenstall reports
NGEX SHAREHOLDERS APPROVE SPIN-OUT OF VALIENTE RESOURCES INC.
At the special meeting of shareholders of NGEx Minerals Ltd. held today, NGEx shareholders approved the previously announced spinout transaction, whereby the company will spin out its Valle Ancho project to a wholly owned subsidiary of NGEx, Valiente Resources Inc., by way of a statutory plan of arrangement under the Canada Business Corporation Act.
At the meeting, the special resolution approving the arrangement was approved by 100 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. In addition, at the meeting, an ordinary resolution approving an omnibus incentive plan for Valiente was also approved by 97.75 per cent of the votes cast on such resolution by NGEx shareholders present in person or represented by proxy and entitled to vote at the meeting.
The arrangement is subject to the approval of the British Columbia Supreme Court. The anticipated hearing date for the application for the final order of the court is Nov. 3, 2026. The arrangement is anticipated to be completed in November, 2026, subject to receipt of the final order and the satisfaction or waiver of the conditions to implement the arrangement, as set out in the arrangement agreement dated Aug. 6, 2026, as amended, between NGEx and Valiente.
For more information regarding the terms and mechanics 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, please refer to the company's management information circular dated Sept. 25, 2026, and the company's news releases dated Oct. 2, 2026, and Oct. 13, 2026, each of which is available on the company's website and on SEDAR+.
Terms of the arrangement
The arrangement involves, among other things, the exchange of existing common shares of NGEx and the distribution of common shares of Valiente 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. There will be no change in the NGEx shareholders' holdings in NGEx as a result of the arrangement. Following completion of the arrangement, NGEx shareholders will own all of the issued and outstanding Valiente shares.
In addition, each outstanding stock option of NGEx will be exchanged for a replacement stock option of NGEx and a fully vested stock option of Valiente, exercisable for one-fifth of a Valiente share, and the exercise prices for the NGEx replacement options and the Valiente options will be adjusted to reflect the relative value of the shares.
Valle Ancho refresher
The Valle Ancho project is a significant land package, located in the province of Catamarca, Argentina, and Region II, Chile, that covers approximately 1,180 square kilometres (km) of underexplored and highly prospective ground straddling the Chile/Argentina border adjacent to Chile's Maricunga gold district. The Maricunga district is a mining district that contains over 70 million ounces of gold and hosts the La Coipa and Refugio mines, as well as the Volcan, Caspiche, Lobo Marte and Cerro Casale deposits. NGEx has a 100-per-cent interest in the Valle Ancho project following completion of an earn-in with the Province of Catamarca in 2022, all of which interest will be spun out to Valiente in connection with the arrangement.
The Valle Ancho project area was initially explored in the 1990s, resulting in the identification of several gold and copper-gold targets. While not independently verified by the company, historical drill intercepts included 62 metres (m) at 1.0 grams per tonne (g/t) gold (Au) and 108 metres at 1.0 g/t gold. Despite the encouraging results obtained by earlier explorers the area was not available for exploration for most of the last 20 years. The main targets lie along a major northwest-trending structural corridor called the Valle Ancho lineament. Many of the major deposits in the Andes are spatially related to similar northwest-trending lineaments.
NGEx carried out an initial field program at the Valle Ancho project during the 2019/2020 Southern Hemisphere summer and followed up with a 3,060-metre, eight-hole diamond drill program during the 2021/2022 field season to test the highest priority exploration targets.
The 2021/2022 drill campaign at the Valle Ancho project confirmed the discovery of a new copper-gold porphyry system at the La Quebrada target. In addition, the two holes completed at the Nordin target, VADH001 and VADH002, returned positive results from surface and confirmed the 1990s drill results. Highlights from that program include the following.
La Quebrada copper-gold target:
- VADH003: 596 m of 0.50 per cent copper equivalent (CuEq) (0.23% Cu per cent, 0.37 g/t Au and 1.4 g/t silver (Ag)):
-
Including
104 m of 0.62 per cent CuEq (0.25 per cent Cu, 0.50 g/t Au and 1.5 g/t Ag);
- VADH006: 423 m of 0.40 per cent CuEq (0.19 per cent Cu, 0.27 g/t Au and 2.2 g/t Ag):
- Including
108 m of 0.50 per cent CuEq (0.22 per cent Cu, 0.38 g/t Au and 1.9 g/t Ag);
- And 136 m of 0.50 per cent CuEq (0.25 per cent Cu, 0.32 g/t Au and 4.2 g/t Ag).
Nordin oxide gold target:
- VAD001: 150 m of 1.05 g/t Au;
- VAD002: 198 m of 0.63 g/t Au, including
70 m of 0.94 g/t Au.
Follow-up is required to better understand extent, geometry and controls of the mineralization intercepted to date, as well as to test a number of other high-priority targets identified.
For more information regarding the Valle Ancho project, please refer to the 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 is available on the company's issued profile on SEDAR+ and on the company's website.
Qualified persons
The scientific and technical disclosure included in this news release have been reviewed and approved by Bob Carmichael, BASc, PEng, who is the qualified person as defined by NI 43-101. Mr. Carmichael is vice-president, exploration, for the company.
Copper equivalent (CuEq) is calculated based on $3.50 (U.S.) per pound (lb) Cu, $1,700 (U.S.) per ounce (oz) Au and $20 (U.S.) per oz Ag, with metallurgical recoveries of 80 per cent assumed for all metals. The formula is: CuEq per cent equals Cu per cent plus (0.7083 times Au g/t) plus (0.0083 times Ag g/t). Nordin and La Quebrada consist of bulk disseminated mineralization and drilled widths are equivalent to estimated true widths.
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 Valle Ancho, and is the approximately 69.1-per-cent majority partner and operator for 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 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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