Robex Announces Amendment to Arrangement Agreement With Predictive Discovery; Special Meeting Postponed to December 30, 2025

Highlights

• Amended Arrangement Agreement: Robex and Predictive Discovery have agreed to revised terms under the amended arrangement agreement. Robex Shareholders will receive 7.862 Predictive Shares for each Robex Share, resulting in Robex Shareholders owning 46.5% of the combined company on a fully diluted in-the-money basis.
• Strong Shareholder Support: Shareholders have expressed strong support for the transaction, with major shareholders, directors and officers of Robex (representing ~23.8% of the outstanding Robex Shares) entering into separate amended voting agreements.
• Strategic Benefits: The merger creates one of West Africa’s leading gold producers, combining two large, low-cost, and advanced projects with significant growth potential.
• Accretive Value: The transaction is expected to be accretive to shareholders of the combined company over the medium term, supported by attractive exposure to the merged group’s high-quality assets, increased scale, increased asset diversification, and potential index inclusion.
• Meeting Update: The deadline for Robex Shareholders to vote their Robex Shares by depositing proxies is revised to 5:00 p.m. (Eastern Time) on December 29, 2025 (6:00 a.m. Australian Western Standard Time on December 30, 2025). The deadline for Robex CDI Holders to submit their CDI Voting Instruction Form is revised to 5:00 p.m. (Eastern Time) on December 28, 2025 (6:00 a.m. Australian Western Standard Time on December 29, 2025). NO FURTHER ACTION IS REQUIRED OF ROBEX SHAREHOLDERS WHO HAVE ALREADY VOTED THEIR ROBEX SHARES FOR THE ARRANGEMENT RESOLUTION IF THERE IS NO CHANGE TO THEIR VOTE.
  
   

QUEBEC CITY, Dec. 11, 2025 (GLOBE NEWSWIRE) -- Robex Resources Inc. (“Robex” or the “Corporation”) (TSX-V: RBX, ASX: RXR) announces that it has entered into an amending agreement (the “Amending Agreement”) with Predictive Discovery Limited (“Predictive”) (ASX: PDI) and 9548-5991 Québec Inc. (“Acquireco”) to amend the previously announced arrangement agreement dated October 5, 2025 (the “Arrangement Agreement”), pursuant to which Acquireco, a direct wholly-owned subsidiary of Predictive, will acquire all of the issued and outstanding common shares of Robex (“Robex Shares”) by way of a statutory plan of arrangement under Chapter XVI – Division II of the Business Corporations Act (Québec) (the “Arrangement” or the “Transaction”).

Under the terms of the Amending Agreement, holders of Robex Shares (“Robex Shareholders”) will now receive 7.862 fully paid ordinary shares in the capital of Predictive (“Predictive Shares”) for each Robex Share held (the “Amended Consideration”). Following completion of the Transaction, existing Predictive shareholders and former Robex Shareholders will own approximately 53.5% and 46.5%, respectively, of the combined company on a fully diluted in-the-money basis.

The terms of the Amending Agreement were agreed following receipt by Predictive of a competing superior proposal (“Competing Offer”) announced by Predictive on December 3, 2025 for all of the issued and outstanding Predictive Shares. In accordance with the terms of the Arrangement Agreement, the board of directors of Predictive subsequently determined that the Amending Agreement results in the Competing Offer ceasing to be a superior proposal under the Arrangement Agreement. A copy of the Amending Agreement has been filed on Robex’s SEDAR+ profile at www.sedarplus.ca.

Matthew Wilcox, Managing Director and CEO of Robex, commented:

“We want to sincerely thank the major shareholders for their unified view that strong potential value creation is only available in this transaction. The amended agreement provides both Robex and Predictive shareholders with attractive exposure to the merged group’s high-quality assets and positions them to benefit from a higher share price re-rate as we deliver our medium-term growth pipeline. This combination creates a stronger company with near-term cash flow from Kiniero and Bankan, project synergies, and access to a world-class mine building team with very recent construction experience in Guinea. Together, the combined company is well placed to deliver meaningful returns and build one of West Africa’s leading gold producers with the creation of a tier-1 gold mining hub in Guinea.”

Rationale for the Transaction:

• Shareholder Support: Strong support from major shareholders for the amended transaction.
• Strategic Combination: The merger creates one of West Africa’s leading gold producers, combining two of the region’s largest, lowest-cost, and most advanced gold projects—Kiniero and Bankan—with projected production of 400koz+ annually by 2029 and combined resources of ~9.5Moz Au.
• Financial Flexibility: Cash flows from Kiniero and warrant proceeds from Robex provide funding capacity for Bankan’s development, reducing financing risk.
   
• Project Synergies: Proximity of projects enables a tier-1 mining hub, optimising development, exploration, and workforce deployment.
   
• Enhanced Market Profile: Greater scale and multi-asset nature position the combined company for potential inclusion in major indices (ASX 200, GDXJ), improving liquidity and investor appeal.
   
• Experienced Leadership: A strengthened management team with proven in-country expertise and dual-listed company experience to drive effective execution.
   
• Share Price Re-Rate: Potential for a higher relative share price re-rate of the merged group driven by increased scale, imminent gold production growth, multi-asset profile, and enhanced index inclusion opportunities.
  
   

Second Fairness Opinions and Board Recommendation

The board of directors of the Corporation (the “Robex Board”) has received an updated opinion of Canaccord Genuity Corp. and the special committee of independent directors of the Robex Board (the “Robex Special Committee”) has received an updated opinion of Cormark Securities Inc. (together, the “Second Fairness Opinions”) to the effect that, as of the date of each such Second Fairness Opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Amended Consideration to be received by Robex Shareholders is fair, from a financial point of view, to the Robex Shareholders.

Based on the unanimous recommendation of the Robex Special Committee, and after consultation with its outside financial and legal advisors, the Robex Board has unanimously determined that the Arrangement (as amended by the Amending Agreement) is in the best interests of Robex, and that the Amended Consideration to be received by Robex Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Robex Shareholders, and that THE ROBEX BOARD UNANIMOUSLY RECOMMENDS TO ROBEX SHAREHOLDERS THAT THEY VOTE FOR THE ARRANGEMENT RESOLUTION (AS DEFINED BELOW) AT THE MEETING (AS DEFINED BELOW).

Amended Voting Agreements

Pursuant to the terms of the Amending Agreement, the Cohen Group, Eglinton Mining and all of the directors and certain members of senior management of Robex (each, a “Supporting Shareholder”), who in the aggregate own approximately 23.8% of the issued and outstanding Robex Shares, have each entered into amended and restated voting support agreements with Predictive, pursuant to which each Supporting Shareholder has consented to the Amended Consideration contemplated by the Amending Agreement and agreed to vote all of their Robex Shares in favour of approving the Arrangement Resolution at the Meeting.

Meeting Postponed to December 30, 2025

Robex’ special meeting of shareholders called to consider the Arrangement (the “Meeting”), previously scheduled for December 15, 2025 at 8:00 a.m. (Eastern Time) (9:00 p.m. Australian Western Standard Time), has been postponed to December 30, 2025 at 8:00 a.m. (Eastern Time) (9:00 p.m. Australian Western Standard Time) to allow Robex Shareholders with additional time to deposit proxies or voting instruction forms to vote FOR the Arrangement Resolution. The Meeting will be held virtually, via live video webcast at www.icastpro.ca/q04g09 (English) or www.icastpro.ca/hzwy58 (French). 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.

At the Meeting, Robex Shareholders will be asked to consider and vote on a special resolution (the “Arrangement Resolution”) to approve the Arrangement. The Arrangement can only proceed if, among other conditions, the Arrangement Resolution 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.

Deadline to Deposit Proxies Revised to December 29, 2025

The form of proxy and voting instruction form (including CDI voting instruction forms) that were mailed to Robex Shareholders with the Management Information Circular in late November 2025 remain valid. Due to the postponement of the Meeting, Robex has extended the deadline to deposit proxies and CDI Voting Instruction Forms. The Robex Board urges Robex Shareholders to deposit their proxy form or voting instruction form and vote FOR the Arrangement Resolution ahead of the revised proxy deadline of 5:00 p.m. (Eastern Time) on December 29, 2025 (6:00 a.m. Australian Western Standard Time on December 30, 2025) (the “Revised Proxy Deadline”). Robex CDI Holders should submit their CDI Voting Instruction Form by to 5:00 p.m. (Eastern Time) on December 28, 2025 (6:00 a.m. Australian Western Standard Time on December 29, 2025) (the “Revised CDI VIF Deadline”).

• No further action is required of Robex Shareholders who have already voted their Robex Shares FOR the Arrangement Resolution if there is no change to their vote.
• Robex Shareholders who have not already voted are encouraged to vote their Robex Shares FOR the Arrangement Resolution promptly, and in any case, prior to the Revised Proxy Deadline or Revised CDI VIF Deadline (as applicable), using the instructions provided in their proxy form or voting instruction form.
• Robex Shareholders who previously voted their Robex Shares AGAINST the Arrangement Resolution are encouraged to cast a new vote FOR the Arrangement Resolution promptly, and in any case, prior to the Revised Proxy Deadline or Revised CDI VIF Deadline (as applicable). The later-dated proxy or voting instructions supersedes any previous submission.
• In accordance with the terms of the Interim Order, the record date for the postponed Meeting remains November 3, 2025.
  
   

Addendum to Information Circular

Pursuant to the terms of the Amending Agreement, Robex will issue a further press release and file an addendum (the “Addendum”) to the management information circular of the Corporation dated November 11, 2025 (the “Circular”) in respect of the Meeting, to provide Robex Shareholders with updated information in sufficient detail to permit them to form a reasoned judgment concerning the Arrangement Resolution. The Addendum will be supplemental to the information contained in the Circular and will be delivered to Robex Shareholders as well as made publicly available on SEDAR+, along with any other ancillary materials as required, in accordance with the terms of the Interim Order. The Circular will otherwise remain unchanged.

Shareholder Questions and Voting Assistance

Robex Shareholders who have questions about the information contained in this press release or require assistance with voting their shares, may contact Robex proxy solicitation agent and shareholder communications advisor: