NGEx Minerals Ltd. (TSX: NGEX) (OTCQX: NGXXF) is pleased to announce it has closed its previously announced non-brokered private placement, which was originally announced on September 29, 2025, and was subsequently upsized to total gross proceeds of C$175 million due to strong investor demand.

Wojtek Wodzicki, President and CEO, commented, “We are very pleased with the outcome of the recent oversubscribed private placement, which included participation of a number of institutional investors from around the world as well as the Lundin Family Trusts. The Company is now fully funded and well positioned to execute its planned programs, continue to grow Lunahausi, and advance the project towards eventual development.”

The Company sold an aggregate of 7,000,000 common shares of the Company at a price of C$25.00 per Common Share for gross proceeds of C$175 million. In connection with the Private Placement, the Company paid a 5.0% cash finder’s fee on a portion of the Private Placement.

Net proceeds of the Private Placement will be used towards furthering exploration programs at the Lunahuasi project in San Juan Province, Argentina, including, if permits are approved, construction of an exploration adit including any supporting infrastructure, work in support of an application for inclusion of the Lunahuasi project under Argentina’s RIGI (“Regimen de Incentivos para Grandes Inversiones” or Incentive Regime for Large Investments), continued exploration and maintenance of the Company’s Los Helados project located in Region III, Chile, as well as for general corporate and working capital purposes.

The Common Shares issued under the Private Placement are subject to a hold period expiring on February 16, 2026.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein in the United States (the “U.S.”) nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the U.S., or to the account or benefit of a U.S. person or a person in the U.S., absent registration or an applicable exemption from the registration requirements.

SPIN-OUT OF LUNR ROYALTIES

The Company previously announced a spin-out transaction pursuant to which NGEx will spin-out net smelter returns royalties on the Lunahuasi and Los Helados Projects into a wholly-owned subsidiary of NGEx, LunR Royalties Corp. by way of a statutory plan of arrangement under the Canada Business Corporation Act. The Arrangement involves, among other things, the exchange of the existing Common Shares and the distribution of common shares of LunR Royalties to shareholders of the Company such that each NGEx Shareholder immediately prior to the effective time of the Arrangement will hold one new common share of NGEx for each Common Share held on the effective date of the Arrangement and 1/4 of a LunR Royalties Share for each Common Share held on the Effective Date. NGEx Shareholders holding Common Shares as of the business day immediately prior to the Effective Date will be entitled to receive the New NGEx Shares and the LunR Royalties Shares pursuant to the Arrangement. Accordingly, as the Private Placement closed prior to the completion of the Arrangement, the Common Shares issued pursuant to the Private Placement will be eligible to participate in the Arrangement on the same basis as the other outstanding Common Shares.

As previously announced, the Arrangement was approved by the NGEx Shareholders at the special meeting of NGEx Shareholders held on September 12, 2025 (the “Meeting”), and a final order approving the Arrangement was obtained from the Supreme Court of British Columbia on September 18, 2025. The Arrangement is subject to customary closing conditions for a transaction of this nature. Subject to the satisfaction or waiver of the conditions to implementing the Arrangement as set out in the arrangement agreement dated July 21, 2025 between NGEx and LunR Royalties, as amended, the Arrangement is anticipated to be completed in the fourth quarter of 2025.

The Effective Date of the Arrangement have not yet been set by the Company. However, once determined, it will be communicated by the Company by way of a news release.

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.

LETTER OF TRANSMITTAL

The Company would like to remind registered NGEx Shareholders, including Registered NGEx Shareholders that participated in the Private Placement, that, in order to receive the securities 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, Computershare Investor Services Inc. (the “Depositary”), together with the certificate(s) and direct registration system statement(s), as applicable, representing such Registered NGEx Shareholder’s Common Shares, and such additional documents and instruments as the Depositary may reasonably require. Additional details on the procedures to be followed by Registered NGEx Shareholders in order to receive the securities that they are entitled to receive pursuant to the Arrangement are contained in the Circular, which is available on NGEx’s website and under its profile on SEDAR+ at www.sedarplus.ca.

The Letter of Transmittal was mailed to each Registered NGEx Shareholder as of August 5, 2025, the record date for the Meeting, as part of the materials that were mailed to NGEx Shareholders in connection with the Meeting. The Letter of Transmittal is also available on NGEx’s website and under its profile on SEDAR+ at www.sedarplus.ca.

About NGEx Minerals

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 Vicuña District, which includes the Caserones mine, and the Josemaria and Filo del Sol deposits.

NGEx owns 100% of Lunahuasi and is the majority partner and operator for the Los Helados project, subject to a Joint Exploration Agreement with Nippon Caserones Resources LLC, which is the indirect 30% owner of the operating Caserones open pit copper mine located approximately 17 kilometres north of Los Helados. Lundin Mining Corporation holds the remaining 70% stake in Caserones.