- The Board of Directors of Robex Resources Inc. unanimously recommends that shareholders vote FOR the Arrangement Resolution in connection with the proposed plan of arrangement with Predictive Discovery Limited.
- Your vote is important no matter how many shares you hold. Vote today.
- Shareholders who have questions or need assistance with voting their shares should contact Robex’ proxy solicitation agent and shareholder communications advisor Laurel Hill Advisory Group by telephone at 1-877-452-7184 (for shareholders in North America), 1-800-861-409 (for CDI holders in Australia) or by email at assistance@laurelhill.com.
QUEBEC CITY, Nov. 13, 2025 (GLOBE NEWSWIRE) -- West African gold producer and developer Robex Resources Inc. (“Robex” or the “Corporation”) is pleased to announce that the Corporation has filed its management information circular (the “Circular”) and related materials for the special meeting (the Meeting) of the registered and beneficial holders (the “Robex Shareholders”) of common shares (“Robex Shares”) in the capital of Robex, to be held virtually, via live video webcast at www.icastpro.ca/q04g09 (English) or www.icastpro.ca/hzwy58 (French), on December 15, 2025 at 8:00 a.m. (Eastern Time) and 9:00 p.m. (Australian Western Standard Time). Robex Shareholders are required to pre-register for the Meeting at the foregoing links to be able to vote their Robex Shares in person at the Meeting and are urged to vote in advance of the Meeting by proxy. The Circular and related materials have been filed on SEDAR+ and are available at www.sedarplus.ca.
At the Meeting, Robex Shareholders will be asked to consider and vote on a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement (the “Plan of Arrangement”) pursuant to Chapter XVI – Division II of the Business Corporations Act (Québec) (the “Arrangement”), subject to the terms and conditions of an arrangement agreement dated October 5, 2025 (the “Arrangement Agreement”), entered into among Robex, Predictive Discovery Limited (“Predictive”) and 9548-5991 Québec Inc. (“Acquireco”).
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Arrangement Details
Under the Arrangement Agreement, the parties have agreed to effect the Arrangement, pursuant to which Acquireco, a direct wholly-owned subsidiary of Predictive, will acquire all of the issued and outstanding Robex Shares and Robex Shareholders will be entitled to receive, for each Robex Share held immediately prior to the effective time of the Arrangement (the “Effective Time”), 8.667 fully paid ordinary shares in the capital of Predictive (the “Consideration”) (each one whole share of Predictive, a “Predictive Share”). For example, if you hold 1,000 Robex Shares, you will receive 8,667 Predictive Shares.
Each outstanding CHESS Depositary Interest representing a unit of beneficial ownership in a Robex Share (“Robex CDIs”) immediately prior to the Effective Time shall be cancelled and cease to be outstanding, and for greater certainty, holders of the Robex Shares represented by such Robex CDI shall be entitled to receive the Consideration (subject to rounding, as provided for in the Plan of Arrangement) for each Robex Share represented by Robex CDIs held by them immediately prior to the Effective Time. For clarity, if you hold 1,000 Robex CDIs, you will receive 8,667 Predictive Shares.
As a result of, and immediately following the completion of, the Arrangement, Robex will be an indirect wholly owned subsidiary of Predictive and the former Robex Shareholders will be entitled to receive the Consideration for each Robex Share previously held by them immediately prior to the Effective Time (subject to rounding, as provided for in the Plan of Arrangement).
Board Recommendation
The board of directors of the Corporation (the “Robex Board”) and the special committee of independent directors established by the Robex Board (the “Special Committee”) have unanimously determined that the Arrangement is in the best interests of the Corporation and that the Arrangement is fair to Robex Shareholders. The Special Committee unanimously recommended that the Robex Board approve the Arrangement and that the Robex Board recommends to Robex Shareholders that they vote FOR the Arrangement Resolution.
The Robex Board unanimously recommends that Robex Shareholders vote FOR the Arrangement Resolution to approve the Arrangement.
Reasons for the Board Recommendation
In reaching its conclusion that the Arrangement is in the best interests of the Corporation and is fair to Robex Shareholders, the Robex Board and the Special Committee considered and relied upon a number of factors and reasons, including, but not limited to, the following:
- Pathway to Becoming One of West Africa’s Leading Gold Producers. The Arrangement combines two of the potentially largest, lowest cost and most advanced gold projects in West Africa, enhancing scale, access to capital, strategic relevance and competitiveness.
- Flexibility Through Leveraging Cash Flows from Robex to Fund Development of the Bankan Project. Significant cash flows are expected to be generated from the Kiniero Project which can provide additional funds to support development of the Bankan Project.
- Right Management and Board Skill Set to Drive Value Creation. The combined company is expected to have a strengthened team with a proven in-country track record and complementary skill set to develop and operate mines in West Africa and extensive experience working within dual-listed and large mining companies in Africa. It is anticipated that Robex’ leading development team will move from the Kiniero Project’s construction to the Bankan Project’s development, applying lessons learned and optimizing workforce deployment.
- Potential for Meaningful Upside. The proximity of the Bankan Project and Kiniero Project creates a tier-1 mining hub with the potential for meaningful upside, coordinated development, operating and exploration strategies, and enhanced ability to leverage in-country resources.
- Enhanced Capital Markets Presence. The greater scale and multi-asset nature of the combined company, with potential inclusion in the ASX 200 and VanEck Junior Gold Miners indices is expected to enhance the combined company’s relevance and attractiveness to investors, positioning the combined company for a potential share price re-rate.
- Fairness Opinions. The Special Committee and the Board received fairness opinions from Cormark Securities Inc. and Canaccord Genuity Corp., respectively, to the effect that, as of the date thereof, and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Robex Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Robex Shareholders.
Vote Requirements
The Arrangement can only proceed if, among other conditions, it receives the approval of not less than two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by Robex Shareholders represented in person or by proxy at the Meeting.
Voting Support Agreements
All the directors, senior officers and certain Robex Shareholders have entered into voting support agreements with Predictive (the “Robex Voting Support Agreements”), which in the aggregate represent approximately 25.5% of the issued and outstanding Robex Shares. Under the Robex Voting Support Agreements, each of the directors, senior officers and certain Robex Shareholders have agreed to, among other things, support the Arrangement and to vote any Robex Shares they own for and in favour of approving the Arrangement Resolution.
| SHAREHOLDERS ARE URGED TO VOTE WELL IN ADVANCE OF THE MEETING AND, IN ANY EVENT, PRIOR TO THE PROXY VOTING DEADLINE NO LATER THAN 5:00 P.M. (EASTERN TIME) ON DECEMBER 11, 2025 (6:00 A.M. AUSTRALIAN WESTERN STANDARD TIME ON DECEMBER 12, 2025). | ||
Shareholder Questions and Voting Assistance
Shareholders who have questions about the information contained in the Circular or require assistance with voting their shares, may contact Robex proxy solicitation agent and shareholder communications advisor:
Laurel Hill Advisory Group
Toll-Free: 1-877-452-7184 (for Shareholders in North America) or 1-800-861-409 (for CDI holders in Australia)
International: 1-416-304-0211 (for Shareholders outside North America)
By Email: assistance@laurelhill.com
This announcement was approved by the Managing Director.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
