LunR Royalties Announces Mailing and Filing of Materials for the Annual General and Special Meeting to Approve the Previously Announced Fruta del Norte Transaction
At the Meeting, shareholders of LunR ("Shareholders") will be asked to vote in favour of a resolution approving the Company's acquisition of a life-of-mine silver stream on the Fruta del Norte mine in exchange for the issuance of 50,505,051 common shares of LunR (the "Consideration") to Lundin Gold (the "FDN Transaction"). Lundin Gold has announced that it will distribute all of the Consideration as a dividend-in-kind to its shareholders as soon as practicable following closing of the FDN Transaction (the "Distribution"), and therefore it will not hold any common shares of LunR following completion of the Distribution, as detailed in LunR and Lundin Gold's press releases dated
Shareholders should carefully review all Meeting Materials as they contain important information concerning the FDN Transaction and the other customary annual matters to be considered at the Meeting.
LunR's board of directors (the "Board") unanimously (subject to certain directors declaring an interest and abstaining from the matter) recommends that Shareholders vote FOR the resolution approving the FDN Transaction.
Board of Directors Nominations
At the Meeting, in addition to seeking approval of the FDN Transaction and other customary annual matters, Shareholders will be asked to elect directors of the Company for the ensuing year. LunR's four current directors have been nominated for re-election, and the Company has put forth two additional nominees:
The Company also intends to appoint a representative from Newmont to the Board following the closing of the FDN Transaction, as previously announced in the Company's press release on
Voting and Assistance
Shareholders of record at the close of business on
Shareholders are encouraged to vote their Common Shares well in advance of the proxy voting deadline on
Shareholders who require assistance with the procedures for voting may contact
About
LunR is an emerging royalty and streaming company based in Canada, focused on building and managing a portfolio of high-quality mining royalty and stream interests to create meaningful and lasting value for stakeholders.
LunR was spun-out of NGEx Minerals Ltd. ("NGEx"), whose common shares trade on the TSX under the symbol "NGEX", with net smelter return ("NSR") royalties on the Lunahuasi and Los Helados projects, located in the Vicuña District of Argentina and Chile. LunR holds a 1.00% NSR royalty on Lunahuasi and a 1.38% NSR royalty on Los Helados.
The spin-out was completed by way of a statutory plan of arrangement under the Canada Business Corporations Act, which became effective on October 23, 2025.
Additional information relating to LunR or NGEx may be obtained or viewed on SEDAR+ at www.sedarplus.ca.
Follow us on social media:
Twitter/X: www.x.com/lunrroyalties
LinkedIn: www.linkedin.com/company/lunrroyaltiescorp
Instagram: www.instagram.com/lunrroyalties
Additional Information
Neither the
The information contained in this news release was accurate at the time of dissemination but may be superseded by subsequent news release(s). The Company is under no obligation, nor does it intend to update or revise the forward-looking information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. The Consideration will not be distributed in any jurisdiction, including the
Cautionary Note Regarding Forward-Looking Statements
Certain statements made and information contained herein in the news release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation (collectively, "forward-looking information"). All statements other than statements of historical facts included in this document constitute forward-looking information, including but not limited to, statements regarding: the holding of the Meeting; the completion of the FDN Transaction; the anticipated timing for completion of the FDN Transaction; the receipt of the required approvals of the Shareholders at the Meeting; the issuance of the Consideration to Lundin Gold; the receipt of all required approvals for the FDN Transaction, including regulatory and shareholder approvals; the filing of, and issuance of, a final receipt for a prospectus qualifying the issuance of the Consideration to Lundin Gold; the anticipated Distribution including the receipt of cash proceeds from the sale of the Consideration which Lundin Gold shareholders would have otherwise been entitled to in the Distribution; the satisfaction or waiver of all conditions precedent to the completion of the FDN Transaction; the election of directors at the Meeting, including the two additional nominees for election to the Board; and the appointment of a representatives of Newmont to the Board following completion of the FDN Transaction. Generally, this forward-looking information can frequently, but not always, be identified by use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "projects", "budgets", "assumes", "strategy", "objectives", "potential", "possible", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events, conditions or results "will", "may", "could", "would", "should", "might" or "will be taken", "will occur" or "will be achieved" or the negative connotations thereof.
Forward-looking statements are subject to known and unknown risks and uncertainties, including risks related to the ability of the Company and Lundin Gold to complete the FDN Transaction, the receipt of all requisite approvals in connection with the FDN Transaction, including regulatory and shareholder approvals and the issuance of a final receipt for a prospectus to qualify the issuance of the Consideration to Lundin Gold from the
The forward-looking information contained in this news release is based on information available to the Company as at the date of this news release. Except as required under applicable securities legislation, the Company does not undertake any obligation to publicly update and/or revise any of the forward-looking information included, whether as a result of additional information, future events and/or otherwise. Forward-looking information is provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All the forward-looking information contained in this document is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof. forward-looking information due to the inherent uncertainty thereof.
SOURCE