ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2023

DATED March 22, 2024

TABLE OF CONTENTS

Page No.

INTRODUCTION..................................................................................................................................................... 2

FINANCIAL INFORMATION..................................................................................................................................... 2

TECHNICAL INFORMATION AND QUALIFIED PERSONS........................................................................................... 3

CAUTIONARY STATEMENT FORWARD-LOOKING INFORMATION........................................................................... 3

CAUTIONARY NOTE REGARDING PRESENTATION OF MINERAL RESOURCE ESTIMATES.......................................... 6

ABOUT NGEX MINERALS........................................................................................................................................ 7

THE CORPORATE STRUCTURE................................................................................................................................ 9

THREE YEAR HISTORY............................................................................................................................................ 9

DESCRIPTION OF THE BUSINESS ........................................................................................................................... 21

RISK FACTORS ...................................................................................................................................................... 25

MINERAL PROJECTS ............................................................................................................................................. 41

DIVIDENDS ........................................................................................................................................................... 54

CAPITAL STRUCTURE ............................................................................................................................................ 54

DIRECTORS AND OFFICERS ................................................................................................................................... 55

PROMOTORS ....................................................................................................................................................... 58

LEGAL PROCEEDINGS AND REGULATORY ACTIONS .............................................................................................. 58

AUDIT COMMITTEE .............................................................................................................................................. 58

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................................... 61

TRANSFER AGENT AND REGISTRAR ...................................................................................................................... 61

MATERIAL CONTRACTS ........................................................................................................................................ 61

NAMES AND INTERESTS OF EXPERTS ................................................................................................................... 61

ADDITIONAL INFORMATION ................................................................................................................................ 62

SCHEDULE A - AUDIT COMMITTEE CHARTER ........................................................................................................ 63

Annual Information Form 2023 1

INTRODUCTION

This annual information form ("AIF") provides important information about NGEx Minerals Ltd. and its subsidiaries ("NGEx

Minerals" or the "Corporation").

This AIF has been prepared in accordance with Canadian securities laws and describes the Corporation's history and its business, including the Corporation's mineral exploration projects, the risks the Corporation faces, the market for its shares and its governance, amongst other matters concerning the Corporation's business.

This AIF is dated as of March 22, 2024. Unless otherwise indicated, all information in this AIF is as of December 31, 2023.

With respect to financial information, readers should refer to NGEx Minerals' audited consolidated financial statements and management's discussion and analysis for the year ended December 31, 2023, which are available under the Corporation's profile on the SEDAR+ website,www.sedarplus.ca, ("SEDAR+") for complete information, as the information in this AIF has been

selectively drawn therefrom and may not be complete.

FINANCIAL INFORMATION

Financial information is presented in accordance with International Financial Reporting Standards as issued by the International

Accounting Standards Board ("IFRS Accounting Standards").

The Corporation reports its financial results and prepares its financial statements in Canadian dollars. All currency amounts in this

AIF are expressed in Canadian dollars, unless otherwise indicated. The closing exchange rates for one Canadian dollar in terms of the United States dollar ("US$"), as quoted by the Bank of Canada, were:

Year Ended December 31

Bank of Canada exchange rate for $/US$

2021

2022

2023

US$0.7888

US$0.7383

US$0.7561

The rates of exchange as set forth in the table above are based on the indicative rate of exchange for the Canadian dollar, as reported by the Bank of Canada, expressed in US$, in effect at the end of the relevant period.

In this AIF, all units are International System of Units metric unless otherwise noted. Conversion rates from imperial measures to metric units and from metric units to imperial measures are provided in the table set out below.

Imperial Measure

2.47 acres

3.28 feet

1 metre ("m")

0.62 miles

1 kilometre ("km")

2.2 pounds ("lbs")

1 kilogram ("kg")

0.032 ounces("oz") (troy)

1 gram ("g")

2,204.60 pounds

1 tonne

=

Metric Unit

Metric Unit

1 hectare ("ha")

0.4047 hectares

0.3048 metres

1 foot

1.609 kilometres

1 mile

0.454 kilograms

1 pound

31.1 grams

1 ounce (troy)

0.0005 tonnes

1 pounds

=

Imperial Measure

1 acre

TECHNICAL INFORMATION AND QUALIFIED PERSONS

Except as otherwise stated herein, the disclosure of scientific and technical information regarding the Corporation's properties in this AIF was prepared by, or reviewed and approved by, Robert Carmichael, P.Eng., the Corporation's Vice President, Exploration,

a Qualified Person as defined in National Instrument 43-101 "Standards of Disclosure for Mineral Projects" ("NI 43-101"). The

Corporation's Mineral Resource estimations as reported in this AIF have been prepared in accordance with the Canadian Institute

of Mining, Metallurgy and Petroleum - Definition Standards adopted by CIM Council on May 10, 2014 (the "CIM Definition Standards") that are incorporated by reference in NI 43-101.

CAUTIONARY STATEMENT FORWARD-LOOKING INFORMATION

This AIF and the documents incorporated or deemed incorporated by reference in this AIF contain certain "forward-looking information" and "forward-looking statements" within the meaning of securities laws (collectively referred to herein as "forward-looking information" or "forward-looking statements") concerning the business, operations, financial performance and condition

of NGEx Minerals. Forward-looking information is provided as of the date of this AIF or, in the case of documents incorporated by reference herein, as of the date of such documents, and NGEx Minerals does not intend to, nor does it assume any obligation, to update this forward-looking information, except as required by law.

Forward-looking statements in this AIF:

  • generally, include any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance;

  • are often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "budgets", "scheduled", "targets", "forecasts", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof; or

  • include but are not limited to words or phrases stating that certain actions, events, conditions or results may, could, would, should, might or will be taken, occur or be achieved, or the negative of any of these terms and similar expressions.

Examples of Forward-Looking Statement:

Examples of these forward-looking statements in this AIF may include statements relating to:

  • anticipated exploration and drilling activities or other work programs, the duration thereof, and the timing of results therefrom

  • the granting or extending of exploration mining concessions

  • estimated costs and level of expenditure

  • the timing of environmental assessment processes

  • Mineral Resource estimates

  • government permitting requirements and timelines required for such permits

  • anticipated completion of transactions

  • estimated timing and cost of reclamation obligations

  • the Corporation's ability to protect its workforce from epidemics and pandemics (including COVID-19 pandemic)

  • the cost and timing of potential development of the NGEx Projects

  • cash flow estimates

  • the projected or estimated metallurgical recovery rates, and other expected attributes of the NGEx Projects

  • statements concerning the economic viability of prospective mining projects, timelines, and strategic plans, including any economic and scoping-level parameters, which are fundamental to the

    Corporation's vision for the Corporation's assets, including:

    • 1. the Los Helados deposit situated in Region III of Chile (the "Los Helados Project" or "Los Helados");

    • 2. the Lunahuasi deposit (formerly called the Potro Cliffs) located in the San Juan Province of Argentina (the "Lunahuasi Project" or "Lunahuasi"); and

    • 3. the Valle Ancho and Interceptor properties located in the Province of Catamarca, Argentina (the "Valle Ancho Project" or "Valle Ancho").

In this AIF, the Lunahuasi deposit and the Los Helados deposit are collectively referred to as the Project or the Property, including for the purposes of the Technical Report (as defined herein). In addition, the above noted assets are referred to in this AIF as the "NGEx Projects". The Corporation holds specific plans and expectations focusing on the development and potential future economic viability of these assets.

  • the Corporation's liquidity and potential need for and availability of future sources of financing, including the timing thereof

  • the Corporation's ability to locate and retain persons with specialized skills and knowledge

  • the capability to conduct negotiations, participate in dialogues, and finalize agreements with the Pulido Community, thereby securing authorization to access and carry out exploratory activities in the Los Helados project area.

All statements other than statements of historical fact may be forward-looking statements. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions management currently believes to be reasonable.

Assumptions and Material Risks

Forward-looking information is necessarily based upon various estimates and assumptions including, without limitation, the expectations and beliefs of management, including that the Corporation can access financing, appropriate equipment and sufficient labour; assumed and future price of copper, gold, silver and other metals; anticipated costs; ability to achieve goals; the prompt and effective integration of acquisitions; that the political environment in which the Corporation operates will continue to support the development and operation of mining projects; and assumptions related to the factors set forth below. While these factors and assumptions are considered reasonable by NGEx Minerals as at the date of this AIF, in light of management's experience and perception of current conditions and expected developments, these statements are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information and statements. The following, as further described under "Risk Factors" in this AIF and in the Corporation's management's discussion and analysis for the year ended December 31, 2023, are among the factors that could cause actual results, performance or achievements to differ materially from the forward-looking information and statements:

  • volatility in metal prices, namely gold ("Au"), silver ("Ag") and copper ("Cu");

  • volatility in interest, inflation and currency exchange rates;

  • government regulation limiting the free flow of currencies;

  • failure of exploration efforts to establish new Mineral Resources, such as at the Lunahuasi Project and Valle Ancho Project, or expand upon previous estimates of Mineral Resources, convert Inferred Mineral Resources to Indicated Mineral Resources, or upgrade Mineral Resources to Mineral Reserves, such as at the Los Helados Project;

  • unexpected changes in business and economic conditions, such as those which may arise following the election of a new president in Argentina in November 2023;

  • volatility in the market price of the common shares of the Corporation ("Common Shares");

  • ability to arrange financing;

  • ability to obtain regulatory approvals, permits and licenses when required to conduct operations;

  • high altitude operations in the Andes Mountains, where climatic conditions are subject to unforeseen and severe changes and oxygen levels are reduced;

  • weather, including excessive snowfall in the Andes Mountains;

  • infectious diseases, pandemics and health crises and the governmental and regulatory actions taken in response thereto;

  • war or other forms of conflict affecting either the Corporation's operating jurisdictions directly or otherwise having a global impact, such as through supply chain and international trade disruptions and increased market volatility;

  • carrying on business in an emerging market, which may be impacted by government instability, civil turmoil and economic instability;

  • measures required to protect endangered species;

  • deficient or vulnerable title to mining concessions and surface rights;

  • potential for litigation;

  • difficulty complying with tax or other regulatory regimes in Chile and Argentina;

  • environmental, government and socio-political factors, including climate change and carbon pricing;

  • compliance with environmental laws and liability for environmental contamination;

  • opposition to mining, including by local communities and non-governmental organizations;

  • exploration and development activity;

  • illegal mining;

  • recruiting and retaining key qualified personnel;

  • availability of, and ability to import, skilled personnel, contractors, materials, equipment, supplies, power and water;

  • access to reliable infrastructure;

  • potential ability to sell future products due to elevated levels of deleterious elements;

  • political or economic instability, either globally or in the countries in which the Corporation operates;

  • competition in the mining industry, including competition for property acquisitions;

  • the inadequacy of insurance;

  • compliance with anti-corruption and anti-bribery laws;

  • limitations of disclosure and internal controls;

  • regulatory compliance;

  • cyber security;

  • fraud;

  • potential influence of the Corporation's largest shareholders; or

  • potential conflicts of interest for the Corporation's directors who are engaged in similar businesses.

Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The forward-looking statements contained in this AIF are based on the beliefs, expectations and opinions of management as of the date of this AIF. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers and investors should not place undue reliance on forward-looking statements. Forward-looking information and statements are made as of the date of this AIF and, accordingly, are subject to change after such date. Except as required by law, the Corporation disclaims any obligation to revise any forward-looking information and statements to reflect events or circumstances after the date of such information and statements. All of the forward-looking information and statements contained or incorporated by reference in this AIF are qualified by the foregoing cautionary statements.

CAUTIONARY NOTE REGARDING PRESENTATION OF MINERAL RESOURCE ESTIMATES

This AIF was prepared in accordance with Canadian standards for reporting of Mineral Resource estimates, which differ from

United States standards. In particular, and without limiting the generality of the foregoing, the terms "Inferred Mineral Resources," "Indicated Mineral Resources," "Measured Mineral Resources" and "Mineral Resources" used or referenced in this AIF are

Canadian mineral disclosure terms as defined in accordance with NI 43-101 under the guidelines set out in the CIM Definition Standards. The CIM Definitions Standards differ significantly from standards in the United States included in U.S. Securities and

Exchange Commission (the "SEC") Industry Guide 7.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019 (the "SEC Modernization Rules") with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 will be rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K. Following the transition period, as a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Corporation is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards.

As a result of the adoption of the SEC Modernization Rules, the SEC will recognize estimates of "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources." In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be "substantially similar" to the corresponding definitions under the CIM

Definitions Standards that are required under NI 43-101. Accordingly, during this period leading up to the compliance date of theSEC Modernization Rules, information regarding Mineral Resources or Mineral Reserves contained or referenced in this AIF may not be comparable to similar information made public by companies that report in accordance with U.S. standards. While the above terms are "substantially similar" to CIM Definitions Standards, there are differences in the definitions under the SEC

Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any Mineral Resources that the

Corporation may report as "Indicated Mineral Resources" and "Inferred Mineral Resources" under NI 43-101 would be the same had the Corporation prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

Accordingly, information contained in this AIF regarding descriptions of the Corporation's mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

ABOUT NGEx MINERALS

NGEx Minerals is a Canadian mineral exploration and development corporation with its head office located in Vancouver, British Columbia. The Corporation was incorporated as a numbered company (11264796 Canada Inc.) on February 21, 2019 under the

Canada Business Corporations Act (the "CBCA") as a wholly owned subsidiary of Josemaria Resources Inc. ("Josemaria") (formerly, NGEx Resources Inc.), for the purposes of completing a plan of arrangement (the "Arrangement") under section 192 of the CBCA.

Pursuant to the terms of the Arrangement, which closed on July 17, 2019, NGEx Minerals issued 124,793,652 Common Shares to Josemaria as consideration for Josemaria assigning and transferring to NGEx Minerals: (i) all of its then existing rights, title and interest to the Purchase and Sale Agreement between Nippon Caserones Resources Co. Ltd. (formerly, Pan Pacific Copper Co. Ltd.,

and subsequently changed its name to Nippon Caserones Resources LLC ("NCR") on November 1, 2023) and Josemaria dated

September 1, 2014, as amended on November 2, 2015 (the "Joint Exploration Agreement" or "JEA"), (ii) all of the outstanding shares of Suramina Resources Inc., NGEx Argentina Holdings Inc. and NGEx RioEx Holdings Inc, and (iii) CAD$7.3 million in cash, and Josemaria distributed 100% of such Common Shares it received under the Arrangement to the then shareholders of Josemaria on a pro rata basis, such that the holders received one Common Share for every two common shares of Josemaria held as of the record date.

As a result of the Arrangement, NGEx Minerals took a controlling interest in the Los Helados Project located approximately 125 kilometres southeast of the City of Copiapó in Region III of Chile, the properties encompassing the Lunahuasi Project in San Juan Province, Argentina, as held by Pampa Exploracion S.A. (the "Pampa Claims"), and a 60% interest in the La Rioja properties in La

Rioja Province, Argentina (the "La Rioja Properties"). Additionally, NGEx Minerals gained various other early-stage exploration properties in Chile and Argentina as a result of the Arrangement.

On August 29, 2019, NGEx Minerals entered into an option agreement with the Province of Catamarca, Argentina to earn a 100% interest in the Valle Ancho Project, which encompasses the Valle Ancho and Interceptor properties. Pursuant to the option agreement, the Corporation earned a 100% interest in the Valle Ancho Project by making at least US$8.2 million in expenditures on the project by December 31, 2022. The Valle Ancho Project is a significant land package that covers approximately 1,000 km2 of underexplored and highly prospective ground on the Argentine side of Chile's Maricunga Gold Belt.

The Corporation's strategy is to create value for its shareholders through prudent management and deployment of its capital resources, by expanding and increasing the quality of its Mineral Resources through successful exploration and acquisitions and by advancing the engineering and other studies that are required to prepare its projects for eventual development by the Corporation and its partners or by third parties. The Corporation believes it has a strong management team and Board of Directors with extensive experience in the resource sector, particularly in Chile and Argentina. The Board of Directors and management team have an appropriate mix of geological, engineering, financial, and business skills to advance the Corporation's projects and to generate value for its shareholders.

Head & Principal Address(1)

Registered & Records Address

NGEx Minerals Ltd.

Cassels Brock & Blackwell LLP.

Suite 2000, 885 West Georgia Street

Suite 2200, 885 West Georgia Street

Vancouver, BC

Vancouver, BC

V6C 3E8 Canada

V6C 3E8 Canada

Phone: (604) 689-7842

Phone: (604) 691-6100

(1)Effective April 15, 2024, the Corporation's head office and principal address will be changed to Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street, Vancouver, BC, V7X 1L2, Canada

NGEx Minerals' website iswww.ngexminerals.com.The Corporation's website is provided herein for informational purposes only and information contained on the Corporation's website should not be deemed to be incorporated by reference herein.

NGEx Minerals is a reporting issuer in the Provinces of British Columbia, Alberta and Quebec. The Common Shares of the

Corporation are listed on the Toronto Stock Exchange (the "TSX") and on the OTCQX® Best Market (the "OTCQX®") under the symbol "NGXXF".

THE CORPORATE STRUCTURE

Intercorporate Relationships

A significant portion of the Corporation's business is carried on through its various subsidiaries. The following chart illustrates the Corporation's material mineral properties and subsidiaries, including their respective jurisdiction of incorporation and the

percentage of votes attaching to all voting securities of each subsidiary that are beneficially owned, controlled or directed, directly or indirectly, by the Corporation as at December 31, 2023 and the date hereof.

Note: Unless otherwise indicated, ownership is 100%

(1) In connection with the ownership, 0.01% is held by a local nominee in trust.

THREE YEAR HISTORY

This section recounts the Corporation's business development over the last three completed fiscal years, which are 2021, 2022, and 2023 and the subsequent period reported herein commences on January 1, 2024, and extends to March 22, 2024. This section includes material events that have influenced the development of the business.

2021

On February 12, 2021, NGEx Minerals secured a US$3,000,000 credit facility (the "2021 Facility") from Zebra Holdings and Investments S.à.r.l. ("Zebra") and Lorito Doraline S.à.r.l ("Lorito") (formerly, Lorito Holdings and Investments S.à.r.l.). Zebra and

Lorito are companies controlled by a trust settled by the late Adolf H. Lundin. Zebra and Lorito report their respective security

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NGEx Minerals Ltd. published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 13:04:39 UTC.