NGEx Receives Final Court Approval for Filo del Sol Spin-Off, Sets Nov. 12 Proposed Effective Date

Key Facts

NGEx Minerals said it received a final order from the Supreme Court of British Columbia authorizing the spin-off of the Filo del Sol project and its transfer to Valiente Resources, its wholly owned subsidiary. The decision followed a hearing the company had expected to take place on Nov. 3, according to its earlier announcement on Oct. 29. NGEx described the arrangement as designed to unlock the project’s value through a standalone entity, with its shareholders receiving shares in Valiente while retaining their NGEx shares. The company intends the arrangement to become effective at 12:01 a.m. Vancouver time on Nov. 12. Completion remains subject to the arrangement’s conditions, after the company had expected to complete it during November.

Under the proposed distribution, each NGEx shareholder will receive one new common share in the company and one-fifth of a share in Valiente for each NGEx share held. Shareholders’ ownership in NGEx will therefore remain unchanged, while they will own all of Valiente’s issued shares after completion. Valiente has received conditional approval for listing on the TSX Venture Exchange, but trading can begin only after it meets the listing requirements and receives the exchange’s final acceptance. NGEx said Valiente shares are expected to trade under the ticker VALX after that acceptance is issued. This means the proposed effective date of the arrangement precedes satisfaction of Valiente’s final listing condition, according to the company’s disclosure.

The Filo del Sol project is in Argentina’s Catamarca province, on the Argentine side of Chile’s Maricunga gold belt, and covers about 1,000 square kilometers of land that NGEx describes as underexplored and highly prospective. In drilling results published by the company in May 2022, hole VADH006 intersected 423 meters at a copper-equivalent grade of 0.40%. The results also showed that 3 of 5 holes in the La Quebrada area intersected significant copper and gold mineralization, with all three holes ending within the mineralized zone. The chief executive at the time described the drilling as reconnaissance and widely spaced, saying it had demonstrated the presence of a large copper-gold system. He added that the company needed more work to understand the system’s extent, geometry and controlling factors.

NGEx shares, which trade under the ticker NGXXF, closed at $14.48 on Nov. 2, according to EL7 data. The Oct. 29 announcement had linked the expected completion of the arrangement in November to obtaining the court order and satisfying other conditions. The final order fulfills the court-approval condition addressed in the company’s disclosure. Trading in Valiente shares, meanwhile, awaits completion of listing requirements and final acceptance from the TSX Venture Exchange. NGEx set Nov. 12 as the proposed effective date of the arrangement, with completion remaining subject to the announced conditions.