NGEx Minerals Ltd.

NGEx Minerals Ltd. is a junior copper development company headquartered in Vancouver, Canada, operating primarily in South America. The company's portfolio consists of 3 projects, comprising 1 development and 2 advanced exploration projects. Key assets include Los Helados (Vicuña District). The organization's business model is centered on mineral exploration, including the identification, acquisition, and evaluation of projects with potential for development. The operational approach involves advancing assets through comprehensive exploration, engineering, and related studies to prepare them for development, either independently, with partners, or by third parties. Competitive differentiation is derived from a management team and board with extensive experience in the resource sector, possessing a strong mix of geological, engineering, financial, and business skills. The enterprise operates in a highly competitive industry and is subject to commodity price cycles and the unique challenges of high-altitude operations. Risk management strategies include portfolio diversification and the formation of joint ventures and option agreements with third parties to mitigate exploration and development risks. The business requires specialized knowledge in areas such as geology, drilling, metallurgy, and environmental management, and the company believes it can continue to attract and retain the necessary professional talent to execute its objectives.

Strategic priorities are focused on creating shareholder value through the prudent management and deployment of capital resources. A core objective is to expand and enhance the quality of its mineral resource base through a combination of successful exploration programs and strategic acquisitions. The business strategy also emphasizes advancing the engineering and technical studies required to prepare its projects for eventual development. This includes completing feasibility studies, navigating permitting processes, and securing governmental approvals. Capital allocation is directed toward substantial exploration and development expenditures, funded through various financing mechanisms, including non-brokered private placements, to maintain financial flexibility. The organization leverages its management's deep industry experience to identify and advance high-potential opportunities, positioning its assets for development by the company, its partners, or other third parties. The long-term vision is to successfully transition exploration-stage assets into commercially viable operations.

Executive leadership is guided by a President and CEO with over 15 years of executive experience in the mineral exploration sector. The board of directors is composed of 6 members, with 5 being independent, ensuring robust oversight. Governance is structured through 3 primary committees: the Audit Committee, the Compensation Committee, and the Corporate Governance, Nominating, and Sustainability (CGNS) Committee. The Audit Committee consists of 3 independent and financially literate members and is responsible for overseeing financial reporting, internal controls, and cybersecurity risks. The CGNS Committee meets quarterly to review and assess the effectiveness of the corporation's governance and sustainability performance. The governance framework is reinforced by a Code of Business Conduct and Ethics and an Anti-Bribery and Anti-Corruption Policy, with mandatory annual training and certification for all directors, officers, and employees. This structure supports a management philosophy that combines technical expertise with disciplined financial and strategic oversight to advance corporate objectives.

The organization's sustainability approach is formalized in a Sustainability Framework published in November 2024 and a Responsible Mineral Exploration and Development Policy. Governance oversight is provided by the Corporate Governance, Nominating, and Sustainability Committee, which receives quarterly reports from executive management on performance and emerging trends. The company published its inaugural sustainability summary in 2024, detailing activities from the 2023 reporting period. Environmental initiatives include minimizing operational impacts and acknowledging climate-related risks, with work initiated to establish a greenhouse gas inventory. Social responsibility is demonstrated through contributions to local economic development via job creation and partnerships with local suppliers, with plans to formalize a community investment strategy. The entity has also adopted a Board and Executive Officer Diversity Policy to promote diversity in leadership positions. Workplace health and safety are managed through dedicated controls, risk assessments, and a strict prohibition of harassment, supported by a formal Whistleblower Policy.

The corporate structure includes significant partnerships and a concentrated ownership base. The company holds an approximate 69.1% interest in the Los Helados properties and a 60% interest in the La Rioja Properties through a joint exploration agreement with its partner, NCR, which holds the remaining interests. In April 2024, a subsidiary acquired a 100% interest in the Maricunga Properties from a subsidiary of Filo Corp. This was followed in May 2024 by the repurchase of two-thirds of a 3% net smelter return royalty on the Nacimiento I concession from a Filo subsidiary for US$1.5 million. A key major shareholder is Nemesia S.à.r.l, a company controlled by the Lundin Family Trusts, which holds approximately 34.84% of the issued and outstanding common shares. Zebra Holdings and Investments S.à.r.l. and Lorito Doraline S.à.r.l., also associated with the trust, report as joint actors. A cost-sharing services agreement with Filo Corp. was terminated effective January 15, 2025. The company's business is carried on through various operational subsidiaries, including Minera Frontera del Oro SPA, RioEx S.A., and Pampa Exploración S.A.