NGEx Minerals — Interim / Quarterly Report 2021

Nov 27, 2021

NGEx Minerals Ltd. Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars) (Unaudited)

		September 30,	December 31,
	Note	2021	2020
ASSETS
Current assets:
Cash		$ 1,386,651	$ 898,818
Receivables and other assets	4	381,306	241,367
		1,767,957	1,140,185
Non-current assets:
Receivables and other assets	4	292,365	105,950
Equipment		24,651	26,314
Mineral properties	5	3,725,997	4,105,871
		4,043,013	4,238,135
TOTAL ASSETS		5,810,970	5,378,320
LIABILITIES
Current liabilities:
Trade payables and accrued liabilities		1,461,534	590,516
Amounts owing pursuant to credit facility	6	2,692,945	-
		4,154,479	590,516
Non-current liabilities:
Due to exploration partner	7	346,221	345,977
TOTAL LIABILITIES		4,500,700	936,493
SHAREHOLDERS’ EQUITY
Share capital		43,111,342	43,053,810
Contributed surplus		1,474,657	1,058,841
Deficit		(40,853,454)	(37,786,415)
Accumulated other comprehensive loss		(2,422,275)	(1,884,409)
TOTAL SHAREHOLDERS’ EQUITY		1,310,270	4,441,827
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY		$5,810,970	$5,378,320
Nature of Operations and Liquidity Risk (Note 1)
Commitments (Note 4)
Subsequent Events (Note 14)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

On behalf of the Board:

/s/William A. Rand Director

/s/Wojtek A. Wodzicki Director

NGEx Minerals Ltd. Condensed Interim Consolidated Statements of Comprehensive Loss (Expressed in Canadian Dollars) (Unaudited)

Expressed in Canadian Dollars) Unaudited)
		Three months ended		Nine months ended
		September 30,		September 30,
	Note	2021	2020	2021	2020
Expenses
Exploration and project investigation	10	$ 1,389,860	$ 390,357	$ 2,147,373	$ 2,740,928
Write down of mineral property
interest		-	827,343	-	827,343
General and administration:
Salaries and benefits		206,254	184,105	614,194	526,099
Share-based compensation	9c	134,860	66,845	355,180	238,733
Management fees		32,160	32,625	96,480	97,875
Professional fees		32,132	142,259	123,664	221,655
Travel		1,529	-	6,114	6,912
Promotion and public relations		12,524	4,857	20,293	34,297
Office and general		53,385	35,397	142,093	91,407
Operating loss		1,862,704	1,683,788	3,505,391	4,785,249
Other expenses (income)
Financing costs		45,463	6,479	86,513	19,834
Foreign exchange loss (gain)		52,343	(6,921)	44,625	(4,316)
Net monetary loss (gain)	3	(14,581)	(5,602)	(19,230)	11,986
Other expenses (recoveries)		-	-	(59)	24,656
Gain on use of marketable securities,
net	13	(455,399)	-	(550,201)	(246,882)
Net loss		1,490,530	1,677,744	3,067,039	4,590,527
Other comprehensive loss
Items that may be reclassified
subsequently to net loss:
Foreign currency translation
adjustment		316,556	(94,869)	531,250	133,068
Impact of hyperinflation	3	(2,946)	69,646	6,616	142,531
Comprehensive loss		$1,804,140	$1,652,521	$3,604,905	$4,866,126
Basic and diluted loss per
common share		$ 0.01	$ 0.01	$ 0.02	$ 0.04
Weighted average common shares
outstanding		124,872,369	124,793,652	124,843,191	124,793,652

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

2

NGEx Minerals Ltd. Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) (Unaudited)

(Expressed in Canadian Dollars) (Unaudited)
			Nine	months ended
				September 30,
	Note		2021		2020
Cash flows used in operating activities
Net loss for the period		$	(3,067,039)	$	(4,590,527)
Adjustments to reconcile net loss to net operating
cash flows:
Depreciation			6,257		5,583
Write down of mineral property interest			-		827,343
Share-based compensation	9c		415,816		291,127
Finance costs			86,513		19,834
Foreign exchange loss			45,000		7,682
Net monetary loss			6,519		44,790
Net changes in working capital and other items:
Receivables and other			(376,073)		14,075
Trade payables and accrued liabilities			938,048		(10,455)
			(1,944,959)		(3,390,548)
Cash flows from (for) financing activities
Drawdown of credit facility			2,630,855		-
Payments made on behalf of exploration partner			(20,980)		(19,834)
			2,609,875		(19,834)
Cash flows used in investing activities
Mineral properties and related expenditures	6		(117,251)		(133,558)
			(117,251)		(133,558)
Effect of exchange rate change on cash			(59,832)		(201,939)
Increase (decrease) in cash during the period			487,833		(3,745,879)
Cash, beginning of the period			$ 898,818	$	5,559,454
Cash, end of the period		$	1,386,651	$	1,813,575
Non-cash Financing Activities (Note 6)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

3

NGEx Minerals Ltd. Condensed Interim Consolidated Statements of Changes in Equity (Expressed in Canadian Dollars) (Unaudited)

						Accumulated
						Other	Total
		Number of		Contributed		Comprehensive	Shareholders’
	Note	Shares	Share Capital	Surplus	Deficit	Loss	Equity
Balance, January 1, 2020		124,793,652	$ 43,053,810	$ 419,228	$ (31,893,537)	$ (1,767,396)	$ 9,812,105
Share-based compensation		-	-	291,127	-	-	291,127
Net loss and other comprehensive loss		-	-	-	(4,590,527)	(275,599)	(4,866,126)
Balance, September 30, 2020		124,793,652	$ 43,053,810	$ 710,355	$ (36,484,064)	$(2,042,995)	$ 5,237,106
Balance, January 1, 2021		124,793,652	$ 43,053,810	$ 1,058,841	$ (37,786,415)	$ (1,884,409)	$ 4,441,827
Share-based compensation	9c	-	-	415,816	-	-	415,816
Shares issued pursuant to credit facility	6	92,322	57,532	-	-	-	57,532
Net loss and other comprehensive loss		-	-	-	(3,067,039)	(537,866)	(3,604,905)
Balance, September 30, 2021		124,885,974	$ 43,111,342	$ 1,474,657	$ (40,853,454)	$(2,422,275)	$ 1,310,270

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

4

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

1. NATURE OF OPERATIONS

NGEx Minerals Ltd. (the “Company” or “NGEx Minerals”) was incorporated on February 21, 2019 under the laws of the Canada Business Corporations Act in connection with a plan of arrangement to reorganize Josemaria Resources Inc. (“Josemaria”), which was completed on July 17, 2019 (the “Josemaria Arrangement”).

The Company’s principal business activities are the acquisition, exploration and development of mineral properties located in South America. The Company’s registered office is located at Suite 2000, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8, Canada. The Company’s common shares trade on the TSX Venture Exchange (the "TSXV") under the symbol "NGEX".

2. BASIS OF PRESENTATION

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), applicable to the preparation of interim financial statements, including IAS 34, Interim Financing Reporting. Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted, and these condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020. In preparation of these condensed interim consolidated financial statements, the Company has consistently applied the same accounting policies as disclosed in Note 3 to the audited consolidated financial statements for the year ended December 31, 2020.

These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors of the Company on November 26, 2021.

3. HYPERINFLATION

Argentina was designated a hyperinflationary economy as of July 1, 2018 for accounting purposes.

Accordingly, the application of hyperinflation accounting has been applied to the Company’s Argentine subsidiaries’ non-monetary assets and liabilities, shareholders’ equity and comprehensive loss items from the transaction date when they were first recognized into the current purchasing power, which reflects a price index current at the end of the reporting period before being included in the consolidated financial statements. To measure the impact of hyperinflation on its financial position and results, the Company has elected to use the Wholesale Price Index (Indice de Precios Mayoristas or ”IPIM”) for periods up to December 31, 2016, and the Retail Price Index (Indice de Precios al Consumidor or “IPC”) thereafter. These price indices have been recommended by the Government Board of the Argentine Federation of Professional Councils of Economic Sciences.

As the consolidated financial statements of the Company have been previously presented in Canadian dollars, a stable currency, the comparative period amounts do not require restatement.

5

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

The Company recognized a gain of $2,946 and a loss of $6,616, respectively, for the three and nine months ended September 30, 2021 (2020: losses of $69,646 and $142,531) in relation to the impact of hyperinflation within other comprehensive income, which is primarily the result of devaluation of the Argentine peso relative to the Canadian dollar which is primarily the result of continued inflation, and depreciation of the Argentine Peso relative to the Canadian dollar, from the time that funding was provided to the Argentine operating subsidiary during the three and nine months ended September 30, 2021 to the end of the period.

As a result of changes in the IPC and changes to the Company’s net monetary position during the three and nine months ended September 30, 2021, the Company recognized net monetary gains of $14,581 and $19,230, respectively (2020: gain of $5,602 and loss of $11,986) to adjust transactions recorded during the periods into a measuring unit current as of September 30, 2021.

The level of the IPC at September 30, 2021 was 528.5 (December 31, 2020: 385.9), which represents an increase of approximately 37% over the IPC at December 31, 2020, and an approximate 13% increase over the average level of the IPC during the nine months ended September 30, 2021.

4. RECEIVABLES AND OTHER ASSETS

	September 30,	December 31,
	2021	2020
Current
Taxes receivable	29,461	62,297
Other receivables	27,532	41,175
Other prepaid expenses and deposits	324,313	137,895
	381,306	241,367
Non-current
Taxes receivable	90,092	105,950
Deferred surface access rights	202,273	-
	292,365	105,950

Deferred Surface Access Rights

Historically, the Company has had a contractual agreement with the owners of the surface rights covering the Los Helados properties, which gave the Company access over these surface rights for exploration, development, and mining through to closure of any mining operation, in exchange for certain payments which are linked to project activities and certain development milestones (the “Original Surface Access Agreement”). The Original Surface Access Agreement provided for minimum annual payments of US$0.5 million which covered basic access to the property and minimal surface disturbance such as road maintenance.

6

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

On January 26, 2021, the Original Surface Access Agreement was mutually terminated by the Company and the holders of the surface rights and replaced with an interim surface access agreement with an effective period of three years (the “Interim Surface Access Agreement”). The Interim Surface Access Agreement reduces the Company’s payments to the holders of the surface rights to coincide with the current, reduced level of activities at Los Helados properties. As a result, the payments by the Company to the holders of the surface rights have been reduced, with US$200,000 paid upon execution and another US$200,000 to be paid in January 2022. In return, during the effective period of the Interim Surface Access Agreement, the Company is permitted to access the surface rights for conducting environmental data collection, site visits, and general maintenance of the Los Helados properties, but prohibits the undertaking of programs for the purposes of exploration or development.

Accordingly, as at September 30, 2021, the payment of US$200,000 due in January 2022 has been recognized within trade payables and accrued liabilities. As at September 30, 2021, this contractual liability had a Canadian dollar equivalent of approximately $254,820.

As the payments related to the Interim Surface Access Agreement provide the Company the benefit of access for a period of three years ending January 2024, the pro rata portion relating to the 12 months ending September 30, 2022 have been classified as a current asset, whereas all other amounts have been classified as non-current.

Non-current Taxes Receivable

Pursuant to local regulations, the Company is entitled to a refund of certain value added taxes (“VAT”) paid in Argentina. While the Company continues to expect full payment of the amounts claimed, the timing of receipt of the refunds has become increasingly uncertain due to ongoing delays which have now exceeded the Company’s prior expectations and experiences. Accordingly, the corresponding taxes receivable balance has been classified as non-current.

5. MINERAL PROPERTIES

	Los Helados	Nacimientos
	Project	Properties	Total
January 1, 2020	$ 3,924,374	$ 840,831	$ 4,765,205
Additions	133,558	-	133,558
Write down		(827,343)	(827,343)
Effect of foreign currency translation	47,939	-	47,939
Adjustments for impacts of hyperinflation	-	(13,488)	(13,488)
December 31, 2020	$ 4,105,871	$ -	$ 4,105,871
Additions	117,251	-	117,251
Effect of foreign currency translation	(497,125)	-	(497,125)
September 30, 2021	$ 3,725,997	$-	$ 3,725,997

7

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

Los Helados Project

The Company’s primary mineral property assets are the Los Helados properties and the La Rioja properties (together, the “Los Helados Project”), which are comprised of adjacent mineral titles in Region III, Chile, and the San Juan Province in Argentina.

The Company is the majority partner and operator of the Los Helados Project, which is subject to a Joint Exploration Agreement (“JEA”) with its exploration partner, Nippon Caserones Resources Co. Ltd. (“NCR”). NCR became the Company’s partner on April 1, 2020 when Pan Pacific Copper Co. Ltd. transferred its interest in the Los Helados Project to NCR, a subsidiary of JX Nippon Mining and Metals Corporation, a Tokyo-based mining and smelting company that also owns the Caserones Mine, located approximately 12 kilometres from the Los Helados properties.

The Company holds an approximate 64% interest in the underlying Los Helados properties, which are located in Region III, Chile, and a 60% interest in the La Rioja properties, located in the adjacent San Juan Province in Argentina.

The Company has been funding and accounting for 100% of the expenditures related to the Los Helados Project following the election by the exploration partner pursuant to the JEA not to fund its share of expenditures since September 1, 2015. The sole funding of expenditures at the Los Helados Project has resulted in dilution of NCR’s interest, and corresponding increases to the Company’s interest, resulting in the amounts noted in the preceding paragraph.

Valle Ancho Properties

On August 29, 2019, the Company entered into an option agreement with the Province of Catamarca, Argentina to earn a 100% interest in the Valle Ancho, Interceptor, and Filo del las Vicunas properties (collectively, the “Valle Ancho Properties”), located in Catamarca, Argentina, by making US$8.2 million in qualifying exploration expenditures on the Valle Ancho Properties over a two-year period. In August 2020, the option period for Valle Ancho was extended from August 2021 to December 2022.

6. CREDIT FACILITY

On February 19, 2021, the Company obtained an unsecured US$3.0 million credit facility (the “2021 Facility”) from Zebra Holdings and Investments S.à.r.l. (“Zebra”) and Lorito Holdings S.à.r.l. (“Lorito”) to provide financial flexibility to fund ongoing exploration and for general corporate purposes. Zebra and Lorito are companies controlled by a trust settled by the late Adolf H. Lundin. Zebra and Lorito report their respective security holdings in the Company as joint actors, as the term is defined by Canadian securities regulations, and are related parties by virtue of their combined shareholding in the Company in excess of 20%.

As consideration for the 2021 Facility, Zebra and Lorito received 40,000 common shares upon execution thereof (the “Commitment Shares”) and shall receive an additional 600 common shares each month, for every US$50,000 in principal outstanding, prorated accordingly for the number of days outstanding. The 2021 Facility matures on February 19, 2022, and no interest is payable in cash during its term.

8

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

As at September 30, 2021, a total of US$2,100,000 has been drawn and remained outstanding against the 2021 Facility. During the nine months ended September 30, 2021, 92,322 common shares were issued to Zebra and Lorito in connection with the facility, with an additional 21,140 common shares issuable. During the three and nine months ended September 30, 2021, the Company has recognized $38,368 and $65,533, respectively, (2020: $nil) in financing costs through the consolidated statement of comprehensive loss. In addition, $9,334 has been deferred within prepaid expenses and other deposits as at September 30, 2021 as it relates to a portion of the Commitment Shares.

All common shares issued in conjunction with the facilities are subject to a four-month hold period under applicable securities laws.

7. DUE TO EXPLORATION PARTNER

Pursuant to the Josemaria Arrangement, the Company assumed from Josemaria an obligation to fund a partner’s share of exploration expenditures related to the La Rioja properties (the “Obligation”). In accordance with the terms of the JEA between the Company and the partner, NCR, the Company has elected to settle the Obligation through funding NCR’s share of exploration expenditures, which remained US$3.4 million as at September 30, 2021, and has no defined timeline for settlement.

The Company considered the estimated timeframe required to expend the remaining US$3.4 million on behalf of NCR at the La Rioja properties and has presented the remaining obligation as a non-current liability, discounted to its present value at an annual effective rate of 8%.

8. SHARE CAPITAL

The Company has authorized an unlimited number of voting common shares without par value.

9. SHARE OPTIONS

a) Share option plan

The Company has a share option plan adopted by the Board of Directors on May 7, 2019, which reserves an aggregate of 10% of the issued and outstanding shares of the Company for issuance upon the exercise of options granted. The granting, vesting and terms of the share options are at the discretion of the Board of Directors.

9

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

b) Share options outstanding

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

prices are as follows:
	Number of	Weighted
	shares issuable	average
	pursuant to	exercise price
	share options	per share
Balance at January 1, 2020	6,657,500	$ 0.64
Options granted	2,660,000	0.54
Expired	(1,182,500)	0.89
Balance at December 31, 2020	8,135,000	$ 0.57
Options granted	2,280,000	0.68
Expired	(1,002,500)	0.84
September 30, 2021	9,412,500	$ 0.57

On September 1, 2021, the Company granted a total of 2,280,000 share options to officers, employees, directors and other eligible persons at an exercise price of $0.68 per share.

The Company uses the Black-Scholes option pricing model to estimate the fair value for all options granted and the resulting stock-based compensation. The weighted average assumptions used in this pricing model, and the resulting fair values per option, for the 2,280,000 share options granted during the nine months ended September 30, 2021, are as follows:

(i)	Risk-free interest rate:	0.71%
(ii)	Expected life:	5 years
(iii)	Expected volatility:	60.81%
(iv)	Expected dividends:	nil
(v)	Fair value per option:	$0.35

The following table details the share options outstanding and exercisable as at September 30, 2021:

Exercise prices $0.475 $0.54 $0.68	Outstanding options Options outstanding Weighted average remaining contractual life (Years) Weighted average exercise price 3,445,000 2.99 $0.48 2,660,000 4.17 $0.54 3,307,500 4.14 $0.68 9,412,500 3.73 $0.57	Exercisable options
		Options exercisable Weighted average remaining contractual life (Years) Weighted average exercise price
		3,445,000 2.99 $0.48 886,667 4.17 $0.54 1,027,500 2.41 $0.68 5,359,167 3.07 $0.53

10

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

c) Share-based compensation

	Three	months ended	Nine	months ended
	September 30,		September 30,
	2021	2020	2021	2020
Exploration and project investigation	22,954	14,669	60,636	52,394
General and administration	134,860	66,845	355,180	238,733
	157,814	81,514	415,816	291,127

10. EXPLORATION AND PROJECT INVESTIGATION

Due to the geographic location of the Company’s current mineral property interests, the Company’s business activities generally fluctuate with the seasons, with increased exploration activities during the summer months in South America. As a result, a general recurring trend is the increase in exploration expenditures, and therefore net losses, for the fourth quarter and first quarter of a fiscal year, relative to the second and third quarters.

The Company expensed the following exploration and project investigation costs for the three and nine months ended September 30, 2021 and 2020:

11

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

Three months ended September 30,	Los Helados Project Nacimientos Properties Valle Ancho Other Total
2021 2020	Land holding and access costs 125,685 - 8,004 7,921 141,610 Fuel, camp costs and field supplies 11,750 - 197,852 - 209,602 Roadwork, travel and transport 6,344 - 172,135 153 178,632 Consultants, geochemistry and geophysics 62,999 - 55,077 6,875 124,951 Environmental and community relations 10,690 - 10,300 - 20,990 VAT and other taxes 29,773 - 176,503 3,496 209,772 Office, field and administrative salaries, overhead and other administrative costs 74,451 - 363,162 9,062 446,675 Share-based compensation 1,208 - 21,746 - 22,954 COVID-19-related health and safety - - 34,674 - 34,674
	Total 322,900 - 1,039,453 27,507 1,389,860
	Land holding and access costs 7,188 2,649 - 8,779 18,616 Fuel, camp costs and field supplies 14,310 1,907 2,804 - 19,021 Roadwork, travel and transport 7,134 - 688 - 7,822 Consultants, geochemistry and geophysics 17,418 - 8,745 31,904 58,067 Environmental and community relations 35,111 - 3,973 - 39,084 VAT and other taxes 9,632 1,976 17,162 2,446 31,216 Office, field and administrative salaries, overhead and other administrative costs 57,145 8,656 131,120 4,941 201,862 Share-based compensation 5,711 467 7,203 1,288 14,669 Total 153,649 15,655 171,695 49,358 390,357

12

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

Nine months ended September 30,	Los Helados Project Nacimientos Properties Valle Ancho Other Total
2021 2020	Land holding and access costs 267,066 - 8,010 22,123 297,199 Fuel, camp costs and field supplies 73,547 - 199,426 21 272,994 Roadwork, travel and transport 18,278 - 178,278 161 196,717 Consultants, geochemistry and geophysics 70,289 - 68,416 63,075 201,780 Environmental and community relations 29,710 - 12,090 - 41,800 VAT and other taxes 48,097 - 212,408 9,822 270,327 Office, field and administrative salaries, overhead and other administrative costs 164,124 - 575,960 31,162 771,246 Share-based compensation 19,500 - 35,961 5,175 60,636 COVID-19-related health and safety - - 34,674 - 34,674
	Total 690,611 - 1,325,223 131,539 2,147,373
	Land holding and access costs 682,791 5,946 9,481 25,609 723,827 Fuel, camp costs and field supplies 37,295 12,360 117,229 44 166,928 Roadwork, travel and transport 25,452 3,023 143,479 34 171,988 Engineering and conceptual studies 26,517 - - - 26,517 Consultants, geochemistry and geophysics 26,275 - 387,025 115,089 528,389 Environmental and community relations 54,237 - 31,192 - 85,429 VAT and other taxes 23,722 10,647 211,096 8,308 253,773 Office, field and administrative salaries, overhead and other administrative costs 162,028 36,913 523,219 9,523 731,683 Share-based compensation 20,234 1,343 27,726 3,091 52,394 Total 1,058,551 70,232 1,450,447 161,698 2,740,928

13

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

11. RELATED PARTY TRANSACTIONS

Under the normal course of operations, the Company may undertake transactions or hold balances with related parties. Other than those related party transactions identified elsewhere in these condensed interim consolidated financial statements, the Company also engages with Josemaria and Filo Mining Corp. (“Filo Mining”), related parties by way of directors, officers and shareholders in common, and MOAR Consulting Inc. (“MOAR”), an exploration consulting firm, of which a director of the Company is the president.

a) Related party services

The Company has a cost sharing arrangement with Josemaria and Filo Mining. Under the terms of this arrangement, the Company may, from time to time, provide management, technical, administrative and/or financial services (collectively, “Management Services”) to Josemaria and Filo Mining, and vice versa. In addition, the Company engages MOAR, to provide exploration consultation. These transactions were incurred in the normal course of operations, and are summarized as follows:

	Three months ended	Three months ended	Nine months ended	Nine months ended
	September 30,		September 30,
	2021	2020	2021	2020
Management Services to Josemaria	10,611	35,688	40,785	123,975
Management Services to Filo Mining	97,134	72,599	438,156	329,941
Management Services from Josemaria	(188)	(29,837)	(40,840)	(123,434)
Management Services from Filo Mining	(164,856)	(94,582)	(348,555)	(339,951)
Exploration Consultation from MOAR	(6,875)	(10,000)	(42,500)	(88,750)

b) Related party balances

The amounts due from (to) related parties, and the components of the consolidated statements of financial position in which they are included, are as follows:

		September 30,	December 31,
	Related Party	2021	2020
Receivables and other assets	Josemaria	25	-
Receivables and other assets	Filo Mining	10,079	5,850
Accounts payable and accrued liabilities	Josemaria	(6,007)	-
Accounts payable and accrued liabilities	Filo Mining	(14,585)	(11,752)
Accounts payable and accrued liabilities	MOAR	-	(14,125)

14

NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

c) Key management compensation

The Company’s key management personnel have the authority and responsibility for overseeing, planning, directing and controlling its activities and consist of the Board of Directors and members of the executive management team. Total compensation expense for key management personnel, and the composition thereof, is as follows:

	Three	months ended	Nine	months ended
	September 30,		September 30,
	2021	2020	2021	2020
Salaries and other payments	118,500	108,833	355,500	316,833
Short-term employee benefits	3,618	3,645	10,464	11,894
Directors fees	20,500	20,500	61,500	61,500
Stock-based compensation	127,992	63,887	338,351	228,169
	270,610	196,865	765,815	618,396

12. SEGMENTED INFORMATION

The Company is principally engaged in the acquisition, exploration and development of mineral properties in South America. The information regarding mineral properties and exploration and project investigation costs presented in Notes 5 and 10, respectively, represent the manner in which management reviews its business performance. Materially all of the Company’s mineral properties and exploration and project investigation costs relate to South America, particularly Chile and Argentina. The net gains on the use of marketable securities are allocated to the Nacimientos and Valle Ancho Projects, as they are the result of funding provided to the Company’s Argentine subsidiary in support of these projects. Materially all of the Company’s administrative costs are incurred by the Canadian parent, where materially all of the Company’s cash is held in the normal course of business until it is required to be deployed to the Company’s South American subsidiaries in support of ongoing and planned work programs.

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NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

The following are summaries of the Company’s current and non-current assets, current liabilities, and net losses by segment:

Los Helados Project Valle Ancho Corporate Total	Los Helados Project Valle Ancho Corporate Total
Current assets 340,824 833,994 593,139 1,767,957 Non-current receivables and other assets 202,273 90,092 - 292,365 As at Equipment - 24,651 - 24,651 September 30, Mineral properties 3,725,997 - - 3,725,997 2021 Total assets 4,269,094 948,737 593,139 5,810,970 Current liabilities 308,730 768,688 3,077,061 4,154,479 Due to exploration partner - - 346,221 346,221 Total liabilities 308,730 768,688 3,423,282 4,500,700
	Total assets 4,269,094 948,737 593,139 5,810,970 Current liabilities 308,730 768,688 3,077,061 4,154,479 Due to exploration partner - - 346,221 346,221
	Total liabilities 308,730 768,688 3,423,282 4,500,700
	Los Helados Project Nacimientos & Valle Ancho Corporate Total
As at December 31, 2020	Current assets 128,924 201,442 809,819 1,140,185 Non-current receivables and other assets - 105,950 - 105,950 Equipment - 26,314 - 26,314 Mineral properties 4,105,871 - - 4,105,871
	Total assets 4,234,795 333,706 809,819 5,378,320 Current liabilities 67,847 222,337 300,332 590,516 Due to exploration partner - - 345,977 345,977
	Total liabilities 67,847 222,337 646,309 936,493

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NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

Three months ended September 30, Los Helados Project Valle Ancho Corporate Other Total	Three months ended September 30, Los Helados Project Valle Ancho Corporate Other Total
2021 2020	Exploration and project investigation 322,900 1,039,453 - 27,507 1,389,860 Gain on use of marketable securities - (455,399) - - (455,399) General and administration and other items 17,471 (11,888) 550,486 - 556,069
	Netloss 340,371 572,166 550,486 27,507 1,490,530
	Los Helados Project Nacimientos & Valle Ancho Corporate Other Total
	Exploration and project investigation 153,649 187,350 - 49,358 390,357 Write down of mineral property interest - 827,343 - - 827,343 General and administration and other items 22,627 1,212 436,205 - 460,044
	Net loss 176,276 1,015,905 436,205 49,358 1,677,744

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NGEx Minerals Ltd.

Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

Nine months ended September 30, Los Helados Project Valle Ancho Corporate Other Total	Nine months ended September 30, Los Helados Project Valle Ancho Corporate Other Total
2021 2020	Exploration and project investigation 690,611 1,325,223 - 131,539 2,147,373 Gain on use of marketable securities - (550,201) - - (550,201) General and administration and other items 59,351 (8,174) 1,418,690 - 1,469,867
	Netloss 749,962 766,848 1,418,690 131,539 3,067,039
	Los Helados Project Nacimientos & Valle Ancho Corporate Other Total
	Exploration and project investigation 1,058,551 1,520,679 - 161,698 2,740,928 Write down of mineral property interest - 827,343 - - 827,343 General and administration and other items 62,703 (197,374) 1,156,927 - 1,022,256
	Net loss 1,121,254 2,150,648 1,156,927 161,698 4,590,527

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NGEx Minerals Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

13. USE OF MARKETABLE SECURITIES

From time to time, the Company may acquire and transfer marketable securities to facilitate intragroup funding transfers between the Canadian parent and its Argentine operating subsidiaries.

The Company does not acquire marketable securities or engage in these transactions for speculative purposes. In this regard, under this strategy, the Company generally uses marketable securities of large, well established companies, with high trading volumes and low volatility. Nonetheless, as the process to acquire, transfer and ultimately sell the marketable securities occurs over several days, some fluctuations are unavoidable.

As the marketable securities are acquired with the intention of a near term sale, they are considered financial instruments that are held for trading. Accordingly, all changes in the fair value of the instruments, between acquisition and disposition, are recognized through profit or loss.

As a result of having utilized this mechanism for intragroup funding for the three and nine months ended September 30, 2021, the Company realized net gains of $455,399 and $550,201, respectively, (2020: $nil and $246,882). For the three months ended September 30, 2021, the net gain was comprised of a favorable foreign currency impact of $581,259 (2020: $nil) and a trading loss of $125,859 (2020: $nil). For the nine months ended September 30, 2021, the net gain was comprised of a favorable foreign currency impact of $696,538 (2020: $192,213) and a trading loss of $146,337 (2020: gain of $54,669).

14. SUBSEQUENT EVENT

On November 1, 2021, the Company closed a non-brokered private placement, pursuant to which the Company sold an aggregate of 31,250,000 common shares at a price of $0.80 per common share, generating aggregate gross proceeds of $25.0 million (the “Financing”). Approximately $13.3 million of the gross proceeds were subject to a 5.0% finders’ fee, payable in cash.

The common shares issued under the Financing will be subject to a hold period expiring on March 2, 2022.

A portion of the net proceeds have been used to repay the amounts drawn under the Facility (Note 6).

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