NGEx Minerals Ltd. has announced its intention to spin-out the district-scale Valle Ancho Project into a newly incorporated, wholly-owned subsidiary named Spinco through a statutory plan of arrangement under the Canada Business Corporations Act.

Under the arrangement, NGEx shareholders will receive 1/5 of a Spinco share for each NGEx share held. The transaction gives Spinco a 100% interest in the 109,000-hectare Valle Ancho Project, which spans the eastern side of the Maricunga Gold Belt in Chile and extends into Argentina. NGEx expects to inject cash into Spinco to fund the asset acquisition and provide at least 12 months of working capital following completion. NGEx will retain its 100% owned Lunahuasi Project and its approximate 69.1% interest in the Los Helados Project, concentrating its operational focus on advancing those assets.

Existing holdings in NGEx will remain unchanged, and shareholders will own all issued and outstanding Spinco shares upon completion. Outstanding stock options in NGEx will be exchanged for replacement options alongside fully-vested options in Spinco exercisable for 1/5 of a Spinco share, with adjusted exercise prices reflecting relative values.

NGEx shareholders will vote on the proposed arrangement at a special meeting scheduled for the fourth quarter of 2026. Implementation requires approval by at least 66-2/3% of the votes cast by shareholders present in person or represented by proxy, alongside Toronto Stock Exchange and court approvals. Following completion, Spinco intends to apply to list its common shares on the TSXV.

“NGEx has a long track record of creating value through successful exploration and strategic spin-outs. This latest spin-out will establish a new Lundin Group exploration vehicle that intends to embody the ethos that has driven NGEx's success over the years, while allowing NGEx to focus on its more advanced Lunahuasi and Los Helados Projects. With Valle Ancho, a district-scale copper-gold exploration opportunity that resembles the Vicuña District in its earliest days as its foundational asset, and lead by a number of the team pivotal in discovering the Vicuña District, this next iteration of NGEx's spin-out strategy will aim to not only advance its current assets but also to grow by opportunistically building a portfolio of highly prospective exploration projects. At its core, Spinco will focus on the tremendous value that can be generated through successful exploration.”

— Wojtek Wodzicki, President and CEO

Read the full announcement: NGEx Minerals to Spin-Out Valle Ancho Project to Shareholders Creating New South America Focused Lundin Group Exploration Vehicle