ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of the 21st day of July, 2025.

BETWEEN:

NGEX MINERALS LTD., a corporation organized pursuant to the laws of Canada ("NGEx")

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17156138 Canada Inc., a corporation organized pursuant to the laws of Canada ("Spinco")

WHEREAS NGEx is the registered and beneficial owner of all of the issued and outstanding Spinco Shares;

AND WHEREAS NGEx and Spinco have agreed to proceed with corporate restructuring by way of a statutory arrangement under the CBCA, pursuant to which NGEx and Spinco will participate in a series of transactions whereby, among other things, NGEx will distribute Spinco Shares to the holders of NGEx Common Shares such that holders of NGEx Common Shares (other than Dissenting Shareholders) will also become holders of Spinco Shares;

AND WHEREAS NGEx proposes to have the NGEx Shareholders consider the Arrangement pursuant to Section 192 of the CBCA, on the terms and conditions set forth in the Plan of Arrangement;

AND WHEREAS each of the parties to this Agreement has agreed to participate in and support the Arrangement;

AND WHEREAS each of the parties to this Agreement intend that the issuance of the securities pursuant to the Plan of Arrangement be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto do hereby covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals hereto, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

"Agreement" means this arrangement agreement, including the schedules, appendices and exhibits attached hereto, as may be supplemented or amended from time to time;

"Arrangement" means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of NGEx;

"Arrangement Resolution" means the special resolution of the NGEx Shareholders in respect of the Arrangement to be considered at the Meeting, the full text of which is attached as Schedule "B" hereto;

"Articles of Arrangement" means the articles of arrangement of NGEx in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to NGEx;

"Board of Directors" means the duly appointed board of directors of the applicable company;

"Business Day" means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in the City of Toronto, Ontario and Vancouver, British Columbia for the transaction of banking business;

"CBCA" means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time;

"Circular" means the management information circular of NGEx to be prepared and sent to the NGEx Shareholders in connection with the Meeting, together with any amendments or supplements thereto;

"Court" means the Supreme Court of British Columbia;

"Director" means the director appointed under section 260 of the CBCA;

"Dissent Rights" has the meaning set forth in Section 5.1 of the Plan of Arrangement;

"Dissent Shares" means NGEx Common Shares the holders whereof have duly exercised their Dissent Rights;

"Dissenting Shareholder" means a registered holder of NGEx Common Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement, has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and is ultimately entitled to be paid for their NGEx Common Shares;

"Effective Date" means the date of certification of the Articles of Arrangement by the Director in accordance with section 192(8) of the CBCA;

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date;

Spinco Options to be issued pursuant to the Arrangement, in a form acceptable to NGEx approving the Arrangement as such order may be amended by the Court (with the consent of NGEx) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to NGEx) on appeal, and after notice and a hearing at which all NGEx Shareholders and NGEx Optionholders have the right to appear;

“In-the-Money Amount” at a particular time with respect to a NGEx Option, Replacement NGEx Option, or Spinco Option means the amount, if any, by which the fair market value of the relevant underlying security exceeds the exercise price of the relevant option at the particular time;

“Interim Order” means the interim order of the Court, after the application to the Court as contemplated by Section 2.4 and after being informed of the intention to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New NGEx Shares, the Spinco Shares, the NGEx Replacement Options and the Spinco Options to be issued pursuant to the Arrangement, in a form acceptable to NGEx, containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be affirmed, amended and modified;

“Issuable Securities” is as described in Section 2.4 herein.

“Meeting” means the special meeting of NGEx Shareholders to be held on or about September 12, 2025 and any adjournment(s) or postponement(s) thereof, to be called and held in accordance with the Interim Order to consider and to vote on the Arrangement Resolution and any other matters set out in the Notice of Meeting;

“New NGEx Shares” means a new class of voting common shares without par value which NGEx will create and issue as described in Section 2.1(b)(B) of the Plan of Arrangement and for which the NGEx Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which immediately after completion of the transaction comprising the Plan of Arrangement, will be identical in every relevant respect to the NGEx Common Shares;

“NGEx” means NGEx Minerals Ltd., a company organized pursuant to the laws of Canada;

“NGEx Class A Shares” means the renamed and redesignated NGEx Common Shares as described in Section 2.1(b)(A) of the Plan of Arrangement;

“NGEx Common Shares” means the common shares of NGEx;

“NGEx Option Plan” means the stock option plan of NGEx adopted by the Board of Directors of NGEx on May 7, 2019, as amended from time to time, and most recently approved by the NGEx Shareholders on June 27, 2024;

“NGEx Optionholders” means the holders of NGEx Options;

“NGEx Options” means the outstanding options to purchase NGEx Common Shares granted pursuant to the NGEx Option Plan that are outstanding immediately prior to the Effective Time;

“NGEx Replacement Option” means an option to acquire a New NGEx Share to be issued by NGEx to a holder of a NGEx Option pursuant to Section 2.1(d) of the Plan of Arrangement;

"NGEx Shareholders" means the holders of NGEx Common Shares;

"Notice of Meeting" means the notice of the Meeting to be sent to the NGEx Shareholders, which notice will accompany the Circular;

"party" means either NGEx or Spinco and "parties" means, collectively, NGEx and Spinco;

"Person" or "person" means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof;

"Plan of Arrangement" means the plan of arrangement in substantially the form of the plan of arrangement which is attached as Schedule "A" hereto and any amendments or variations thereto made in accordance with this Agreement, the Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of NGEx;

"Royalty Purchase Agreements" means the (i) the royalty purchase agreement dated July 21, 2025 between Spinco and Pampa Exploración S.A., and (ii) the royalty purchase agreement between Spinco and Minera Frontera Del Oro SpA to be entered into on or around July 21, 2025;

"Spinco" means 17156138 Canada Inc., a company organized pursuant to the laws of Canada;

"Spinco Shares" means the common shares of Spinco;

"Spinco Option Plan" means the stock option plan to be adopted by Spinco in accordance with Section 4.3(d) of this Agreement in substantially the form set forth in the Circular to be sent to NGEx Shareholders in connection with the Meeting;

"Spinco Options" means options to purchase Spinco Shares issued pursuant to the Spinco Stock Option Plan, including the Spinco Options pursuant to Section 2.1(d) of the Plan of Arrangement;

"Tax Act" means the Income Tax Act (Canada) and the regulations made thereunder, as promulgated or amended from time to time;

"U.S. Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated from time to time thereunder.

"U.S. Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder; and

1.2 Interpretation Not Affected by Headings

The division of this Agreement into articles, sections, subsections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the provisions of this Agreement. The terms "this Agreement", "hereof", "herein", "hereunder" and similar expressions refer to this Agreement (including the schedules, appendices and exhibits hereto) as a whole and not to any particular article, section, paragraph or other portion hereof and include any agreement, document or instrument supplementary or ancillary hereto. Unless something in the subject matter or context is

inconsistent therewith, all references herein to articles, sections, subsections, paragraphs and other portions are to articles, sections, paragraphs and other portions of this Agreement.

1.3 Construction

In this Agreement, unless something in the context is inconsistent therewith:

(a) the words "include" or "including" when following any general term or statement are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as permitting it to refer to all other items or matters that could reasonably fall within its broadest possible scope;

(b) a reference to time or date is to the time or date in Vancouver, British Columbia, unless specifically indicated otherwise;

(c) a word importing the masculine gender includes the feminine gender or neuter and a word importing the singular includes the plural and vice versa; and

(d) a reference to "approval", "authorization", "consent", "designation" or "notice" means written approval, authorization, consent, designation or notice unless specifically indicated otherwise.

1.4 Date for Any Action

In the event that any date on which any action is required to be taken hereunder by either of the parties hereto is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day at such place, unless otherwise agreed to by the parties hereto.

1.5 Currency

All amounts of money which are referred to in this Agreement are expressed in lawful money of Canada unless otherwise specified.

1.6 Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part thereof:

Schedule "A" - Plan of Arrangement

Schedule "B" - Arrangement Resolution

1.7 Entire Agreement

This Agreement, together with the schedules, appendices, exhibits, agreements and other documents herein or therein referred to, constitute the entire agreement between the parties hereto pertaining to the subject manner hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties hereto with respect to the subject matter hereof.

ARTICLE 2

THE ARRANGEMENT

2.1 Arrangement

NGEx and Spinco agree to effect the Arrangement pursuant to the provisions of section 192 of the CBCA on the terms and subject to the conditions contained in this Agreement and on the terms set forth in the Plan of Arrangement.

2.2 Effective Date of Arrangement

The Arrangement shall become effective on the Effective Date and the steps to be carried out pursuant to the Plan of Arrangement will become effective commencing at the Effective Time immediately after one another in the sequence set out therein or as otherwise specified in the Plan of Arrangement.

2.3 Commitment to Effect Arrangement

Subject to the satisfaction of the terms and conditions contained in this Agreement, and the rights of termination contained in Article 6 hereof, NGEx and Spinco shall each use all reasonable efforts and do all things reasonably required to cause the Arrangement to become effective as soon as reasonably practicable and to cause the transactions contemplated by the Plan of Arrangement and this Agreement to be completed in accordance with their terms.

2.4 Interim and Final Order

Subject to the satisfaction of the terms and conditions contained in this Agreement, and the rights of termination contained in Article 6 hereof, NGEx covenants and agrees that it will, as soon as reasonably practicable, apply to the Court for the Interim Order, such application providing for, among other things, the calling and holding of the Meeting for the purpose of, among other matters, the NGEx Shareholders considering and, if deemed advisable, approving the Arrangement Resolution, and that, if the approval by the NGEx Shareholders of the Arrangement Resolution as set forth in the Interim Order is obtained by NGEx, as soon as reasonably practicable thereafter NGEx will take the necessary steps to submit the Arrangement to the Court and apply for the Final Order, requesting an order of the Court approving the transactions contemplated herein and the substantive and procedural fairness of the terms and conditions of the exchange, after notice and a hearing upon the fairness of such terms and conditions at which all NGEx Shareholders and NGEx Optionholders have the right to appear. The parties to this Arrangement shall inform the Court that they intend to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act from the registration requirements of the U.S. Securities Act for the issuance of the New NGEx Shares, the Spinco Shares, the NGEx Replacement Options and the Spinco Options (the "Issuable Securities") pursuant to the Plan of Arrangement, subject to and conditioned upon the Court's approval of the Arrangement and determination following a hearing at which each Person entitled to receive Issuable Securities pursuant to the Plan of Arrangement has the right to appear and be heard in accordance with the procedures set out in the Interim Order that the Arrangement is substantively and procedurally fair and reasonable to each such Person.

2.5 Effective Date

Subject to the rights of termination contained in Article 6 hereof, upon NGEx obtaining the Final Order and the other conditions contained in Article 5 hereof being complied with or waived, NGEx shall file the Articles of Arrangement and NGEx and Spinco shall execute and deliver such other documents, if any, to the Director as may be required in order to effect the Arrangement.

2.6 U.S. Securities Law Matters

The parties agree that the Arrangement will be carried out with the intention that all of the New NGEx Shares, the Spinco Shares, the NGEx Replacement Options and the Spinco Options issued pursuant to the Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and similar exemptions under applicable state law. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court, and the Court will be asked to approve the substantive and procedural fairness of the terms and conditions of the Arrangement;

(b) the Court will be advised, prior to the hearing required to approve the Interim Order, as to the intention of the parties to rely on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof for the issuance of all securities based on the Court's approval of the Arrangement;

(c) the Court will be required to find, before approving the Arrangement, that the terms and conditions of the Arrangement are fair procedurally and substantively to NGEx Shareholders and NGEx Optionholders participating in the Arrangement;

(d) the Court will be required to hold a hearing before approving the fairness of the terms and conditions of the Arrangement, and such hearing must be open to every NGEx Shareholders and NGEx Optionholders to whom securities would be issued in the Arrangement;

(e) prior to the issuance of the Interim Order, NGEx will file with the Court a copy of the proposed text of the Circular together with any other documents required by law in connection with the Meeting;

(f) NGEx will ensure that each NGEx Shareholders and NGEx Optionholders will be given adequate notice advising them of their right to attend the hearing of the Court at which the Court will consider the substantive and procedural fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(g) each Person entitled to receive the New NGEx Shares and the Spinco Shares will be advised that the New NGEx Shares and the Spinco Shares issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof, and that certain restrictions on resale under U.S. Securities Laws may be applicable with respect to such securities;

(h) each holder of NGEx Options will be advised that the securities issuable upon exercise of the NGEx Replacement Options and the Spinco Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and the NGEx Replacement Options and the Spinco Options may only be exercised pursuant to an effective registration statement or a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any;

(i) the Interim Order approving the Meeting will specify that each NGEx Shareholders and NGEx Optionholders will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time;

(j) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being procedurally and substantively fair to NGEx Shareholders and NGEx Optionholders, after a hearing upon the fairness of the terms and conditions on which all Persons to whom it was proposed to issue the securities had a right to appear (following such Persons' receipt of timely and adequate notice of the hearing, and without any improper impediments to their appearance at the hearing), and after a finding by the Court of such fairness;

(k) the Court will hold a hearing before approving the substantive and procedural fairness of the terms and conditions of the Arrangement; and

(l) the Final Order shall include a statement to substantially the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the U.S. Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of NGEx and Spinco in connection with the Arrangement approved hereby".

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of NGEx

NGEx hereby represents and warrants to Spinco as follows:

(a) it is a corporation organized and subsisting under the laws of Canada and has full capacity and authority to enter into this Agreement and, subject to obtaining the requisite approvals and consents contemplated hereby, to perform its obligations hereunder;

(b) it has taken all corporate action necessary to authorize the execution and delivery, and the performance of the provisions, of this Agreement and this Agreement has been duly executed and delivered by it;

(c) neither the execution and delivery of this Agreement nor the performance of any of its obligations hereunder will constitute a material default under, or be in any material contravention or breach of: (i) any provision of its articles and by-laws; (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it; or (iii) any agreement or instrument to which it is a party or by which it is bound; and

(d) no dissolution, winding-up, bankruptcy, liquidation or similar proceedings have been commenced or are pending or proposed in respect of it.

3.2 Representations and Warranties of Spinco

Spinco hereby represents and warrants to NGEx as follows:

(d) no dissolution, winding-up, bankruptcy, liquidation or similar proceedings have been commenced or are pending or proposed in respect of it.

ARTICLE 4 COVENANTS

4.1 General Covenants

Each of NGEx and Spinco will:

(a) use all commercially reasonable efforts and do all things reasonably required of it to cause the Arrangement to become effective as soon as reasonably practicable or on such date as NGEx may determine;

(b) do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement including, without limitation, complying with the requirements for obtaining an exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof; and

(c) cooperate with and assist each other in dealing with transitional matters relating to or arising from the Arrangement or this Agreement.

(d) use all reasonable efforts to cause each of the conditions precedent set out in Sections 5.1 and 5.2 hereof to be complied with on or before the Effective Date.

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4.2 Covenants of NGEx

NGEx hereby covenants and agrees with Spinco as follows:

(a) it shall in a timely and expeditious manner: (i) carry out the terms of the Interim Order; (ii) ensure that the Circular complies with National Instrument 51-102 – Continuous Disclosure Obligations and Form 51-102F5 thereunder and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions; and provide NGEx Shareholders with sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting; (iii) file the Circular in all jurisdictions where the same is required to be filed and mail the same as ordered by the Interim Order and in accordance with all applicable laws, and solicit proxies to be voted at the Meeting in favour of the Arrangement and related matters; (iv) conduct the Meeting in accordance with the Interim Order and the by-laws of NGEx, as applicable, and as otherwise required by applicable laws; and (v) use commercially reasonable efforts to obtain such other consents, orders, rulings, approvals and assurances as counsel may advise are necessary or desirable in connection with the completion of the Arrangement and as contemplated by this Agreement;

(b) it shall perform the obligations required to be performed by it, and shall enter into all agreements required to be entered into by it, under this Agreement and the Plan of Arrangement and shall do all such other acts and things as may be necessary or desirable in order to carry out and give effect to the Arrangement and related transactions as described in the Circular;

(c) it shall provide Spinco with any information required regarding NGEx, and the Los Helados and Lunahuasi projects to ensure that Spinco can comply with the requirements of applicable laws and any stock exchange on which the Spinco Common Shares are to be listed; and

(d) it shall provide Spinco with any information, if any, required regarding NGEx to ensure that Spinco can comply with the exemption from the registration requirement for the New NGEx Shares, the Spinco Common Shares, the NGEx Replacement Options and the Spinco Options to be issued under the Arrangement pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

4.3 Covenants of Spinco

Spinco hereby covenants and agrees with NGEx as follows:

(a) except as otherwise contemplated in this Agreement, until the Effective Date, it shall not merge into or with, or amalgamate or consolidate, or enter into any other corporate reorganization with, any other corporation or Person, perform any act or enter into any transaction or negotiation which reasonably could be expected to, directly or indirectly, interfere or be inconsistent with the completion of the Arrangement or the other transactions contemplated by this Agreement;

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described in the Circular and, without limiting the generality of the foregoing, to the extent requested by NGEx, it shall seek and cooperate with NGEx in seeking (i) the Interim Order and the Final Order; and (ii) such other consents, orders, rulings, approvals and assurances as counsel may advise are necessary or desirable in connection with the completion of the Arrangement;

(c) it shall take such actions as are reasonably required for Spinco to comply with the exemption from the registration requirement for the New NGEx Shares, the Spinco Common Shares, the NGEx Replacement Options and the Spinco Options to be issued under the Arrangement pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof on the Effective Date; and

(d) prior to the Effective Time, it shall adopt the Spinco Option Plan, which will be substantially in the form attached to the Circular.

4.4 NGEx Options

The parties acknowledge that pursuant to the Arrangement, each NGEx Option then outstanding to acquire one NGEx Common Share, whether vested or not, shall be transferred and exchanged for:

(a) one NGEx Replacement Option to purchase from NGEx one New NGEx Share having an exercise price (rounded up to the nearest whole cent) equal to the product of the exercise price of each NGEx Option so exchanged immediately before the Effective Time multiplied by the fair market value of a New NGEx Share at the Effective Time divided by the total of the fair market value of a New NGEx Share and the fair market value of 1/4 of a Spinco Share at the Effective Time. Each NGEx Replacement Option will be governed by the terms of the NGEx Option Plan and will have the same expiry date as the expiry date of the NGEx Option for which such NGEx Replacement Option was exchanged; and

(b) one fully-vested Spinco Option to acquire 1/4 of a Spinco Share, each whole Spinco Option having an exercise price (rounded up to the nearest whole cent) equal to the product of the exercise price of the NGEx Option so exchanged immediately prior to the Effective Time multiplied by the fair market value of 1/4 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New NGEx Share and 1/4 of a Spinco Share at the Effective Time. Each Spinco Option will be governed by the terms of the Spinco Option Plan and will have the same expiry date as the expiry date of the NGEx Option for which such Spinco Option was exchanged,

provided that the aforesaid exercise prices shall be and be deemed to be automatically adjusted to the extent, if any, required to ensure that the aggregate In-the-Money Amounts of the NGEx Replacement Option and Spinco Option immediately after the exchange does not exceed the In-the-Money Amount immediately before the exchange of the NGEx Option so exchanged. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of NGEx Options; and Spinco agrees to promptly issue Spinco Shares upon the due exercise of Spinco Options.

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4.5 Fair Market Value

For the purposes of this Agreement and the Plan of Arrangement, the fair market value of the New NGEx Shares and the Spinco Shares will be determined by the Board of Directors of NGEx, acting in good faith.

ARTICLE 5

CONDITIONS

5.1 Mutual Conditions Precedent

The respective obligation of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement, the obligation of NGEx to file the Articles of Arrangement and the obligation of each of NGEx and Spinco to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions:

(a) the Interim Order shall have been granted in form and substance satisfactory to NGEx;

(b) the Arrangement Resolution, with or without amendment, shall have been approved at the Meeting, in accordance with the Interim Order;

(c) the Court shall have determined that the terms and conditions of the Arrangement are substantively and procedurally fair to the NGEx Shareholders and NGEx Optionholders and the Final Order shall have been granted in form and substance satisfactory to NGEx, and shall not have been set aside or modified in a manner unacceptable to NGEx, on appeal or otherwise;

(d) the Issuable Securities to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under the U.S. Securities Act provided by Section 3(a)(10) thereunder;

(e) all governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by NGEx to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to NGEx;

(f) no action shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties shall have been issued and remain outstanding;

(g) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by NGEx;

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(h) no law, regulation or policy shall have been proposed, enacted, promulgated or applied that interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement;

(i) the transactions contemplated by the Royalty Purchase Agreement shall have been consummated; and

(j) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

5.2 Conditions and Obligations of Each Party

The obligation of each of NGEx and Spinco to complete the transactions contemplated by this Agreement, including the Arrangement, is further subject to the condition, which may be waived by either of the parties hereto without prejudice to the right of such party hereto to rely on any other condition in favour of such party hereto, that each and every one of the covenants of the other party hereto to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been performed by such party hereto and that, except as affected by the transactions contemplated by this Agreement, the representations and warranties of the other party hereto shall be true and correct in all material respects on the Effective Date, with the same effect as if such representations and warranties had been made on the Effective Date.

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

Subject to any restrictions under the CBCA or in the Final Order, this Agreement (including any schedule, appendix or exhibit attached hereto) and the Plan of Arrangement, may, at any time and from time to time before or after the holding of the Meeting, but prior to the Effective Date, be amended by written agreement of the parties hereto without, subject to applicable law, further notice to, or authorization on the part of, the NGEx Shareholders. Without limiting the generality of the foregoing, any such amendment may:

(a) change the time for performance of any of the obligations or acts of the parties;

(b) waive any inaccuracies or modify any representation contained herein or in any document to be delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants herein contained or waive or modify performance of any of the obligations of the parties; or

(d) make such alterations in this Agreement (including the Plan of Arrangement) as the parties may consider necessary or desirable in connection with the Interim Order or the Final Order.

6.2 Termination

This Agreement may, at any time before or after the holding of the Meeting but prior to the Effective Date, be unilaterally terminated by NGEx without further notice to, or action on the part of, the NGEx Shareholders and nothing expressed or implied herein or in the Plan of Arrangement shall be construed as fettering the absolute discretion of NGEx to terminate this Agreement and

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discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate. This Agreement shall terminate without any further action by the parties if the Effective Date has not occurred on or before October 31, 2025 or such later date as NGEx may determine.

6.3 Effect of Termination

Upon the termination of this Agreement pursuant to Section 6.2 hereof, neither party hereto shall have any liability or further obligation to the other party hereto.

ARTICLE 7

MERGER AND SURVIVAL

7.1 Merger of Conditions

The conditions set out in Sections 5.1 and 5.2 hereof shall be conclusively deemed to have been satisfied, waived or released upon the Effective Date.

7.2 Merger of Covenants

The provisions of Article 4 hereof shall be conclusively deemed to have been satisfied in all respects upon the Effective Date.

7.3 Merger of Representations, Warranties and Covenants

The representations and warranties of NGEx and Spinco in Section 3.1 and Section 3.2, respectively, shall be conclusively deemed to be correct as of the Effective Date and shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 8

GENERAL

8.1 Notices

All notices to either of the parties hereto which may or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be deemed to be validly given if served personally or by email, in each case to the attention of the senior officer at the following address or at such other address as shall be specified by a party hereto by like notice:

if to NGEx or Spinco:

1055 Dunsmuir Street, Suite 2800,
P.O. Box 49225,
Vancouver, British Columbia V7X 1L2

Attention: Wojtek Wodzicki
Email: [redacted]

with a copy to (which shall not constitute delivery):

Cassels Brock & Blackwell LLP

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Suite 2200 – 885 West Georgia Street
Vancouver, British Columbia V6C 3E8

Attention: Jen Hansen
Email: [email protected]

and to:

Crowell & Moring LLP
455 N. Cityfront Plaza Drive, Suite 3600
Chicago, IL 60611

Attention: John Koenigsknecht
Email: [email protected]

Any notice that is delivered to such address shall be deemed to be delivered on the date of delivery if delivered on a Business Day prior to 5:00 p.m. (local time at the place of receipt) or on the next Business Day if delivered after 5:00 p.m. or on a non-Business Day. Any notice delivered by email shall be deemed to be delivered on the date of transmission if delivered on a Business Day prior to 5:00 p.m. (local time at the place of receipt) or on the next Business Day if delivered after 5:00 p.m. or on a non-Business Day.

8.2 Time of the Essence

Time shall be of the essence of this Agreement.

8.3 Assignment

Neither of the parties hereto may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other.

8.4 Binding Effect

This Agreement and the Plan of Arrangement shall be binding upon and shall enure to the benefit of each of the parties hereto and the respective successors and permitted assigns thereof.

8.5 Waiver

Any waiver or release of any of the provisions of this Agreement, to be effective, must be in writing executed by the party hereto granting such waiver or release.

8.6 Further Assurances

Each party hereto shall, from time to time, and at all times hereafter, at the request of the other, but without further consideration, do, or cause to be done, all such other acts, and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as may be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Arrangement.

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8.7 Governing Law

This Agreement shall be governed by, and be construed in accordance with, the exclusive laws of the Province of British Columbia and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia.

8.8 Expenses

All expenses incurred in connection with this Agreement, the Arrangement and the transactions contemplated hereby and thereby shall be borne by NGEx.

8.9 Counterparts

This Agreement may be executed in one or more counterparts, by original, facsimile or pdf signature, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date and year first above written.

NGEX MINERALS LTD.

Per: (signed) “Wojtek Wodzicki”
Name: Wojtek Wodzicki
Title: President and Chief Executive Officer

17156138 CANADA INC.

Per: (signed) “Jeff Yip”
Name: Jeff Yip
Title: Director

SCHEDULE “A”

PLAN OF ARRANGEMENT

UNDER THE PROVISIONS OF SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

"Agreement" means the arrangement agreement dated as of July 21, 2025, including the schedules, appendices and exhibits attached hereto, as may be supplemented or amended from time to time;

"Arrangement" means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of NGEx;

"Articles of Arrangement" means the articles of arrangement of NGEx in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to NGEx;

"Board of Directors" means the duly appointed board of directors of the applicable company;

"CBCA" means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time;

"Circular" means the management information circular of NGEx to be prepared and sent to the NGEx Shareholders in connection with the Meeting, together with any amendments or supplements thereto;

"Court" means the Supreme Court of British Columbia;

"Depository" means Computershare Investor Services Inc., or such other depositary as NGEx may determine;

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"Director" means the director appointed under section 260 of the CBCA;

"Dissent Rights" has the meaning set forth in Section 5.1 of this Plan of Arrangement;

"Dissent Shares" means NGEx Common Shares the holders whereof have duly exercised their Dissent Rights;

"Effective Date" means the date of certification of the Articles of Arrangement by the Director in accordance with section 192(8) of the CBCA;

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date;

"Final Order" means the final order of the Court pursuant to section 192(3) of the CBCA, after a hearing upon the substantive and procedural fairness of the terms and conditions of the Arrangement and after being information of the intention to rely upon the exemption from the registration requirement of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New NGEx Shares, the Spinco Shares, the NGEx Replacement Options and the Spinco Options to be issued pursuant to the Arrangement, in a form acceptable to NGEx approving the Arrangement as such order may be amended by the Court (with the consent of NGEx) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to NGEx) on appeal, and after notice and a hearing at which all NGEx Shareholders and NGEx Optionholders have the right to appear;

"In-the-Money Amount" at a particular time with respect to a NGEx Option, Replacement NGEx Option, or Spinco Option means the amount, if any, by which the fair market value of the relevant underlying security exceeds the exercise price of the relevant option at the particular time;

"Interim Order" means the interim order of the Court, after the application to the Court as contemplated by Section 2.4 of the Agreement and after being informed of the intention to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New NGEx Shares, the Spinco Common Shares, the NGEx Replacement Options and the Spinco Options to be issued pursuant to the Arrangement, in a form acceptable to NGEx, containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be affirmed, amended and modified;

"Letter of Transmittal" means the letter of transmittal in respect of the Arrangement to be sent to NGEx Shareholders together with the Circular;

"Meeting" means the special meeting of NGEx Shareholders to be held on or about September 12, 2025 and any adjournment(s) or postponement(s) thereof, to be called and held in accordance with the Interim Order to consider and to vote on, among other things, the Arrangement Resolution and any other matters set out in the Notice of Meeting;

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"New NGEx Shares" means a new class of voting common shares without par value which NGEx will create and issue as described in Section 2.1(b)(B) of this Plan of Arrangement and for which the NGEx Class A Shares are, in part, to be exchanged under this Plan of Arrangement and which immediately after completion of the transaction comprising this Plan of Arrangement, will be identical in every relevant respect to the NGEx Common Shares;

"NGEx" means NGEx Minerals Ltd., a company organized pursuant to the laws of Canada;

"NGEx Class A Shares" means the renamed and redesignated NGEx Common Shares as described in Section 2.1(b)(A) of this Plan of Arrangement;

"NGEx Common Shares" means the common shares of NGEx;

"NGEx Option Plan" means the stock option plan of NGEx adopted by the Board of Directors of NGEx on May 7, 2019, as amended from time to time, and most recently approved by the NGEx Shareholders on June 27, 2024;

"NGEx Optionholders" means the holders of NGEx Options;

"NGEx Options" means outstanding options to purchase NGEx Common Shares granted pursuant to the NGEx Option Plan that are outstanding immediately prior to the Effective Time;

"NGEx Replacement Option" means an option to acquire a New NGEx Share to be issued by NGEx to a holder of a NGEx Option pursuant to Section 2.1(d) of this Plan of Arrangement;

"NGEx Shareholders" means the holders of NGEx Common Shares;

"Notice of Meeting" means the notice of the Meeting to be sent to the NGEx Shareholders, which notice will accompany the Circular;

"Plan of Arrangement" means this plan of arrangement and any amendments or variations thereto made in accordance with the Agreement, this Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of NGEx;

"Share Distribution Record Date" means the close of business on the Business Day immediately preceding the Effective Date for the purpose of determining the NGEx Shareholders entitled to receive New NGEx Shares and Spinco Shares pursuant to this Plan of Arrangement or such other date as the Board of Directors of NGEx may select;

"Spinco" means 17156138 Canada Inc., a company organized pursuant to the laws of Canada;

"Spinco Shares" means the common shares of Spinco;

"Spinco Option Plan" means the stock option plan to be adopted by Spinco in accordance with Section 4.3(d) of the Arrangement Agreement in substantially the form set forth in the Circular to be sent to NGEx Shareholders in connection with the Meeting;

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"Spinco Options" means options to purchase Spinco Shares issued pursuant to the Spinco Stock Option Plan, including the Spinco Options pursuant to Section 2.1(d) of this Plan of Arrangement;

"Subsidiary" means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to a subsidiary;

"Tax Act" means the Income Tax Act (Canada) and the regulations made thereunder, as promulgated or amended from time to time;

"Transfer Agent" means Computershare Investor Services Inc. or such other trust company or transfer agent as may be designated by NGEx; and

"U.S. Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the CBCA unless the context otherwise requires.

1.2 Sections and Headings

The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. Unless reference is specifically made to some other document or instrument, all references herein to articles and sections are to articles and sections of this Plan of Arrangement.

1.3 Number, Gender and Persons

In this Plan of Arrangement, unless otherwise expressly stated or the context otherwise requires, words importing the singular number shall include the plural and vice versa, and words importing gender shall include all genders.

1.4 Statutory References

Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.5 Currency

Unless otherwise stated all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

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1.6 Business Day

In the event that the date on which any action is required to be taken hereunder by either of the parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

1.7 Governing Law

This Plan of Arrangement shall be governed by, and be construed in accordance with, the exclusive laws of the Province of British Columbia and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia.

1.8 Binding Effect

This Plan of Arrangement is made pursuant to, forms a part of, and is subject to the provisions of the Arrangement Agreement, except that the sequence of steps comprising the Arrangement shall occur in the order set forth herein unless otherwise indicated. This Plan of Arrangement will, effective at the Effective Time, become effective and be binding on NGEx, Spinco, the NGEx Shareholders, the NGEx Optionholders, all Dissenting Shareholders and all securityholders of Spinco without any further act or formality required on the part of any person except as expressly provided herein. This Plan of Arrangement may be withdrawn prior to the occurrence of any of the events in section 2.1 in accordance with the terms of the Arrangement Agreement.

ARTICLE 2 ARRANGEMENT

2.1 Arrangement

Commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur in the following sequence or as otherwise provided below or herein, without any further act or formality, notwithstanding anything contained in the provisions attaching to any of the securities of NGEx or Spinco, but subject to the provision of Article 5:

(a) Each NGEx Common Share in respect of which a NGEx Shareholder has exercised Dissent Rights and for which the NGEx Shareholder is ultimately entitled to be paid fair value (each a “Dissent Share”) shall be deemed to have been repurchased by NGEx for cancellation in consideration for a debt-claim against NGEx to be paid the fair value of such Dissent Share in accordance with Article 3 of this Plan of Arrangement, net of any applicable withholding tax, and such Dissent Share shall thereupon be cancelled;

(b) the share capital of NGEx shall be reorganized by:

(A) renaming and redesignating all of the issued and unissued NGEx Common Shares as “Class A common shares without par value” and amending the rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the “NGEx Class A Shares”; and

(B) creating a new class consisting of an unlimited number of “common shares without par value” with terms and rights and restrictions identical to those of the NGEx

Common Shares immediately prior to the Effective Time, being the "New NGEx Shares";

(d) Notwithstanding the terms of the NGEx Option Plan, including any agreement made thereunder:

(A) each NGEx Option (whether vested or not) exercisable for one NGEx Common Share that is outstanding immediately before the Effective Time which has not been duly exercised or cancelled will be and will be deemed to be transferred and exchanged for:

(i) one NGEx Replacement Option to purchase from NGEx one New NGEx Share having an exercise price (rounded up to the nearest whole cent) equal to the product of the exercise price of each NGEx Option so exchanged immediately before the Effective Time multiplied by the fair market value of a New NGEx Share at the Effective Time divided by the total of the fair market value of a New NGEx Share and the fair market value of 1/4 of a Spinco Share at the Effective Time. Each NGEx Replacement Option will be governed by the terms of the NGEx Option Plan and will have the same expiry date as the expiry date of the NGEx Option for which such NGEx Replacement Option was exchanged; and

(ii) one fully-vested Spinco Option to acquire 1/4 of a Spinco Share, each whole Spinco Option having an exercise price (rounded up to the nearest whole cent) equal to the product of the exercise price of the NGEx Option so exchanged immediately prior to the Effective Time multiplied by the fair market value of 1/4 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New NGEx Share and 1/4 of a Spinco Share at the Effective Time. Each Spinco Option will be governed by the terms of the Spinco Option Plan and will have the same expiry date as the expiry date of the NGEx Option for which such Spinco Option was exchanged,

(e) each issued and outstanding NGEx Class A Share outstanding on the Share Distribution Record Date shall be exchanged as part of the reorganization of the share capital of NGEx and in accordance with section 86 of the Tax Act, for: (i) one New NGEx Share; and (ii) 1/4 of a Spinco Share, the holders of the NGEx Class A Shares will be removed from the central securities register of NGEx as the holders of such NGEx Class A Shares and will be added to the central securities register of NGEx as the holders of the number of New NGEx Shares that they have received on the exchange set forth in this Section 2.1(e), and the Spinco Shares transferred to the then holders of the NGEx Class A Shares will be registered in the name of the former holders of the NGEx Class A Shares and NGEx will

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provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spinco;

(f) all of the issued NGEx Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of NGEx, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New NGEx Shares will be equal to that of the NGEx Common Shares immediately prior to the Effective Time less the fair market value of the Spinco Shares distributed pursuant to Section 2.1(e); and

(g) the Articles of NGEx shall be amended to reflect the alteration in Section 2.1(f).

2.2 Withholding Rights

Each of NGEx, Spinco and the Transfer Agent shall be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of New NGEx Shares, Spinco Shares, NGEx Replacement Options or Spinco Options made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld pursuant to the Tax Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement. Without limiting the generality of the foregoing, any New NGEx Shares or Spinco Shares so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction and withholding, and any cash remaining after such remittance shall be paid to the person forthwith.

2.3 No Fractional Shares or Options

Notwithstanding any other provision of this Arrangement, while each NGEx Shareholder's fractional shares and each NGEx Optionholder's fractional options, respectively, will be combined, no fractional Spinco Common Shares will be distributed to NGEx Shareholders and no fractional Spinco Options will be distributed to NGEx Optionholders, and, as a result, all fractional amounts arising under this Plan of Arrangement shall be rounded down to the next whole number without any compensation therefor. Any Spinco Shares or Spinco Options not distributed as a result of so rounding down shall be cancelled by Spinco.

2.4 Share Distribution Record Date

In Section 2.1(e), the reference to a holder of a NGEx Class A Share shall mean a person who is a NGEx Shareholder on the Share Distribution Record Date, subject to the provisions of Article 5.

2.5 Deemed Fully Paid and Non-Assessable Shares

All New NGEx Shares, NGEx Class A Shares and Spinco Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the CBCA.

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2.6 Supplementary Actions

Notwithstanding that the transactions and events set out in Section 2.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of NGEx and Spinco shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in Section 2.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for stock options.

2.7 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any liens, restrictions, adverse claims or other claims of third parties of any kind.

2.8 U.S. Securities Law Matters

The Court is advised that the Arrangement will be carried out with the intention that all securities issued on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act.

ARTICLE 3 CERTIFICATES

3.1 NGEx Class A Shares

Recognizing that the NGEx Common Shares shall be renamed and redesignated as NGEx Class A Shares pursuant to Section 2.1(b)(i) and that the NGEx Class A Shares shall be exchanged partially for New NGEx Shares pursuant to Section 2.1(e), NGEx shall not issue replacement share certificates representing the NGEx Class A Shares.

3.2 Spinco Share Certificates

As soon as practicable following the Effective Date, Spinco shall deliver or cause to be delivered to the Depositary certificates or direct registration system ("DRS") statements representing the Spinco Shares required to be issued to registered holders of NGEx Common Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 2.1(e) of this Plan of Arrangement, which certificates and/or DRS statements shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 hereof.

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3.3 New NGEx Share Certificates

As soon as practicable following the Effective Date, NGEx shall deliver or cause to be delivered to the Depositary certificates or DRS statements representing the New NGEx Shares required to be issued to registered holders of NGEx Common Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 2.1(e) of this Plan of Arrangement, which certificates and/or DRS statements shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 hereof.

3.4 Interim Period

Any NGEx Common Shares traded after the Share Distribution Record Date will represent New NGEx Shares as of the Effective Date and shall not carry any rights to receive Spinco Shares.

3.5 Stock Option Agreements

The stock option agreements for the NGEx Options shall be deemed to be amended by NGEx to reflect the adjusted exercise price of the NGEx Replacement Options with no further action on the part of NGEx or a holder of NGEx Options or NGEx Replacement Options.

ARTICLE 4 AMENDMENTS

4.1 Right to Amend

NGEx reserves the right to amend, modify or supplement (or do all of the foregoing) this Plan of Arrangement from time to time and at any time prior to the Effective Date provided that any such amendment, modification and/or supplement must be contained in a written document that is:

(a) filed with the Court and, if made following the Meeting, approved by the Court; and
(b) communicated to NGEx Shareholders in the manner required by the Court (if so required).

4.2 Amendment Before the Meeting

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by NGEx at any time prior to or at the Meeting, with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

4.3 Amendment After the Meeting

Any amendment, modification or supplement to this Plan of Arrangement which is approved by the Court following the Meeting shall be effective only:

(a) if it is consented to by NGEx; and
(b) if required by the Court or applicable law, it is consented to by the NGEx Shareholders.

4.4 Amendment After the Effective Date

Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by NGEx, provided that it concerns a matter which, in the reasonable opinion of NGEx, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest of any holder of NGEx Common Shares or Spinco Common Shares.

ARTICLE 5

RIGHTS OF DISSENT

5.1 Rights of Dissent

Pursuant to the Interim Order, registered holders of NGEx Common Shares may exercise rights of dissent (the "Dissent Rights") under section 190 of the CBCA, as modified by this Article 5, the Interim Order and the Final Order, with respect to NGEx Common Shares in connection with the Arrangement, provided that the written notice setting forth the objection of such registered NGEx Shareholders to the Arrangement and exercise of Dissent Rights must be received by NGEx not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Meeting or any date to which the Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:

(a) are ultimately entitled to be paid fair value for their Dissent Shares, which fair value, notwithstanding anything to the contrary contained in the CBCA, shall be determined immediately prior to the approval of the Arrangement Resolution, shall be deemed to have transferred their Dissent Shares to NGEx as of the Effective Time in consideration for a debt claim against NGEx to be paid the fair value of such Dissent Shares and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights; and

(b) are ultimately not entitled, for any reason, to be paid fair value for their NGEx Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of NGEx Common Shares.

5.2 Recognition of Dissenting Shareholders

In no circumstances shall NGEx or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of those NGEx Common Shares in respect of which such rights are sought to be exercised. From and after the Effective Date, neither NGEx nor any other Person shall be required to recognize a Dissenting Shareholder as a shareholder of NGEx and the names of the Dissenting Shareholders shall be deleted from the register of holders of NGEx Common Shares previously maintained or caused to be maintained by NGEx.

5.3 Reservation of Spinco Shares

If a NGEx Shareholder exercises Dissent Rights, NGEx shall, on the Effective Date, set aside and not distribute that portion of the Spinco Shares which is attributable to the NGEx Common Shares for which Dissent Rights have been exercised. If the dissenting NGEx Shareholder is ultimately not entitled to be paid for their Dissent Shares, NGEx shall distribute to such NGEx Shareholder their pro rata portion of the Spinco Shares. If a NGEx Shareholder has duly and validly exercised their Dissent Rights, has not withdrawn or been deemed to have withdrawn such exercise of

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Dissent Rights and is ultimately entitled to be paid for their Dissent Shares, then NGEx shall retain the portion of the Spinco Shares attributable to such NGEx Shareholder and such shares will be dealt with as determined by the Board of Directors of NGEx in its discretion.

5.4 General Dissent Rights

For greater certainty, in addition to any other restrictions in the Canada Business Corporations Act, none of the following shall be entitled to exercise Dissent Rights: (i) NGEx Optionholders; and (ii) NGEx Shareholders who vote in favour of the Arrangement Resolution.

ARTICLE 6 DELIVERY OF SHARES

6.1 Delivery of Shares

(a) Upon surrender to the Depositary for cancellation of a certificate or DRS statement that immediately before the Effective Time represented one or more outstanding NGEx Common Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate or DRS statement representing the New NGEx Shares and a certificate or DRS statement representing the Spinco Shares that such holder is entitled to receive in accordance with Section 2.1 hereof.

(b) After the Effective Time and until surrendered for cancellation as contemplated by Section 6.1(a) hereof, each certificate or DRS statement that immediately prior to the Effective time represented one or more NGEx Common Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate or DRS statement representing the New NGEx Shares and a certificate or DRS statement representing the Spinco Shares that such holder is entitled to receive in accordance with Section 2.1 hereof.

6.2 Lost Certificates

If any certificate that immediately prior to the Effective Time represented one or more outstanding NGEx Common Shares that were exchanged for New NGEx Shares and Spinco Shares in accordance with Section 2.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the New NGEx Shares and the Spinco Shares that such holder is entitled to receive in accordance with Section 2.1 hereof. When authorizing such delivery of New NGEx Shares and Spinco Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered shall, as a condition precedent to the delivery of such New NGEx Shares and Spinco Shares, give a bond satisfactory to NGEx, Spinco and the Depositary in such amount as NGEx, Spinco and the Depositary may direct, or otherwise indemnify NGEx, Spinco and the Depositary in a manner satisfactory to NGEx, Spinco and the Depositary, against any claim that may be made against NGEx, Spinco or the Depositary with

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respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of NGEx.

6.3 Distribution with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to New NGEx Shares or Spinco Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate or DRS statement that, immediately prior to the Effective Time, represented outstanding NGEx Common Shares unless and until the holder of such certificate or DRS statement shall have complied with the provisions of Section 6.1 or Section 6.2 hereof. Subject to applicable law and to Section 3.6 hereof, at the time of such compliance, there shall, in addition to the delivery of the New NGEx Shares and Spinco Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New NGEx Shares and/or Spinco Shares, as applicable.

6.4 Limitation and Proscription

To the extent that a former NGEx Shareholder shall not have complied with the provisions of Section 6.1 or Section 6.2 hereof, as applicable, on or before the date that is six (6) years after the Effective Date (the "Final Proscription Date"), then the New NGEx Shares and Spinco Shares that such former NGEx Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the New NGEx Shares and Spinco Shares to which such NGEx Shareholder was entitled, shall be delivered to Spinco (in the case of the Spinco Shares) or NGEx (in the case of the New NGEx Shares) by the Depositary and certificates and DRS statements representing such New NGEx Shares and Spinco Shares shall be cancelled by NGEx and Spinco, as applicable, and the interest of the former NGEx Shareholder in such New NGEx Shares and Spinco Shares or to which it was entitled shall be terminated as of such Final Proscription Date.

6.5 Paramountcy

From and after the Effective Time: (i) this Plan of Arrangement shall take precedence and priority over any and all NGEx Common Shares and NGEx Options issued prior to the Effective Time; and (ii) the rights and obligations of the registered holders of NGEx Common Shares and NGEx Options, and of NGEx, Spinco, the Depositary and any transfer agent or other depositary therefor, shall be solely as provided for in this Plan of Arrangement.

ARTICLE 7 TERMINATION

7.1 Termination

Notwithstanding any prior approvals by the Court or by the NGEx Shareholders, the Board of Directors of NGEx may decide not to proceed with the Arrangement and to revoke the Arrangement Resolution adopted at the Meeting without further approval of the Court or the NGEx Shareholders.

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ARTICLE 8

U.S. SECURITIES LAW EXEMPTION

8.1 U.S. Securities Law Exemption

The parties to this Arrangement each agree that this Plan of Arrangement will be carried out with the intention that all the New NGEx Shares, the Spinco Shares, the NGEx Replacement Options and the Spinco Options issued pursuant to this Plan of Arrangement, whether in the United States, Canada or any other country, be issued or granted, as the case may be, and exchanged, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement. In addition, each Person entitled to receive NGEx Replacement Options or Spinco Options, respectively, will be advised that the securities issuable upon exercise the NGEx Replacement Options or Spinco Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption under Section 3(a)(10) of the U.S. Securities Act and the NGEx Replacement Options and the Spinco Options may only be exercised in the U.S. or by a person in the U.S. pursuant to an effective registration statement or a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.

SCHEDULE “B”

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE NGEX SHAREHOLDERS THAT:

The arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) involving NGEx Minerals Ltd., a corporation existing under the laws of Canada (“NGEx”), its shareholders and 17156138 Canada Inc., a corporation existing under the laws of Canada (“Spinco”), all as more particularly described and set forth in the management information circular (the “Circular”) of NGEx dated ●, 2025 accompanying the notice of meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The plan of arrangement (the “Plan of Arrangement”), implementing the Arrangement, the full text of which is appended to the Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The arrangement agreement (the “Arrangement Agreement”) between NGEx and Spinco dated July 21, 2025 and all the transactions contemplated therein, the actions of the directors of NGEx in approving the Arrangement and the actions of the directors and officers of NGEx in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved.
Notwithstanding that this resolution has been passed (and the Arrangement approved) by the shareholders of NGEx or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of NGEx are hereby authorized and empowered, without further notice to, or approval of, the shareholders of NGEx:

(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or

(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.

Any director or officer of NGEx is hereby authorized and directed, for and on behalf of NGEx to execute Articles of Arrangement to give effect to the Plan of Arrangement and to deliver such other documents as are necessary or desirable under the CBCA in accordance with the Articles of Arrangement.
Any director or officer of NGEx is hereby authorized and directed, for and on behalf and in the name of NGEx, to execute and deliver, whether under the corporate seal of NGEx or otherwise, all such deeds, instruments, assurances, agreements, forms, waivers, notices, certificates, confirmations and other documents and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement, the Articles of Arrangement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

B-1

(a) all actions required to be taken by or on behalf of NGEx, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by NGEx,

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

B-2

AI assistant

NGEx Minerals — M&A Activity 2025

47817_rns_2025-07-25_1d6f83e1-83ef-41b2-b652-51eda3804315.pdf

ARRANGEMENT AGREEMENT

BETWEEN:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation Not Affected by Headings

1.3 Construction

1.4 Date for Any Action

1.5 Currency

1.6 Schedules

1.7 Entire Agreement

ARTICLE 2

THE ARRANGEMENT

2.1 Arrangement

2.2 Effective Date of Arrangement

2.3 Commitment to Effect Arrangement

2.4 Interim and Final Order

2.5 Effective Date

2.6 U.S. Securities Law Matters

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of NGEx

3.2 Representations and Warranties of Spinco

ARTICLE 4 COVENANTS

4.1 General Covenants

4.2 Covenants of NGEx

4.3 Covenants of Spinco

4.4 NGEx Options

4.5 Fair Market Value

ARTICLE 5

CONDITIONS

5.1 Mutual Conditions Precedent

5.2 Conditions and Obligations of Each Party

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment

6.2 Termination

6.3 Effect of Termination

ARTICLE 7

7.1 Merger of Conditions

7.2 Merger of Covenants

7.3 Merger of Representations, Warranties and Covenants

ARTICLE 8

8.1 Notices

8.2 Time of the Essence

8.3 Assignment

8.4 Binding Effect

8.5 Waiver

8.6 Further Assurances

8.7 Governing Law

8.8 Expenses

8.9 Counterparts

1.2 Sections and Headings

1.3 Number, Gender and Persons

1.4 Statutory References

1.5 Currency

1.6 Business Day

1.7 Governing Law

1.8 Binding Effect

ARTICLE 2 ARRANGEMENT

2.1 Arrangement

2.2 Withholding Rights

2.3 No Fractional Shares or Options

2.4 Share Distribution Record Date

2.5 Deemed Fully Paid and Non-Assessable Shares

2.6 Supplementary Actions

2.7 No Liens

2.8 U.S. Securities Law Matters

ARTICLE 3 CERTIFICATES

3.1 NGEx Class A Shares

3.2 Spinco Share Certificates

3.3 New NGEx Share Certificates

3.4 Interim Period

3.5 Stock Option Agreements

ARTICLE 4 AMENDMENTS

4.1 Right to Amend

4.2 Amendment Before the Meeting

4.3 Amendment After the Meeting

4.4 Amendment After the Effective Date

NGEx Minerals M&A Activity 2025