Predictive Discovery and Robex to Merge in Deal of Equals

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10/05/2025 – 07:10 PM

Pathway to Becoming One of West Africa’s Leading Gold Producers

TRANSACTION HIGHLIGHTS

• Creates West Africa’s next mid-tier gold producer by combining two of the continent’s largest, lowest-cost, and most advanced projects.
• Combined production expected to exceed 400kozpa Au¹ by 2029.
• Combined Mineral Resources of approximately 9.5Moz Au² inclusive of Ore Reserves³ of approximately 4.5Moz Au⁴ with significant exploration upside potential.
• Transaction will drive economic growth in Guinea, strengthen local labour force, enhance critical infrastructure and services, and build lasting local partnerships.
• Development funding for PDI’s Bankan project (the “Bankan Project”) will be significantly de-risked by leveraging cash flows from Robex’s Kiniero project (the “Kiniero Project”) and the ongoing exercise of Robex’s in-the-money warrants and options.
• Combined leadership team, led by Andrew Pardey as Non-Executive Chairman and Matthew Wilcox as CEO and Managing Director, possesses a proven in-country track record and skill set to develop and operate the combined portfolio.
• Tier-1 mining hub in Guinea established by proximity of PDI’s Bankan Project and Robex’s Kiniero Project, located within a 30km radius of each other.
• Enhanced scale, multi-asset portfolio and proposed dual listing will boost the combined company’s capital markets profile, paving the way for a potential share price re-rate.
• All directors and certain executive officers of Robex, as well as two of Robex’s largest shareholders, which collectively own approximately 25.5% of Robex’s outstanding common shares (“Robex Shares”), have entered into voting support agreements with PDI (as defined below).

PERTH, Australia and QUEBEC CITY, Oct. 05, 2025 (GLOBE NEWSWIRE) — Predictive Discovery Limited (“PDI”) (ASX: PDI) and Robex Resources Inc. (“Robex”) (TSX-V: RBX, ASX: RXR) are pleased to announce that they have entered into a definitive agreement to combine in a merger of equals, whereby PDI will acquire all of the issued and outstanding Robex Shares by way of a statutory plan of arrangement under the Business Corporations Act (Quebec) (the “Transaction”). Following completion of the Transaction, the combined company will remain listed on the Australian Securities Exchange (“ASX”) and will apply to list PDI’s ordinary shares (“PDI Shares”) on the TSX Venture Exchange (“TSX-V”).

TRANSACTION DETAILS

PDI and Robex entered into a definitive arrangement agreement dated 5 October 2025 (the “Agreement”), pursuant to which PDI will indirectly acquire all of the issued and outstanding Robex Shares by way of a statutory plan of arrangement under the Business Corporations Act (Quebec) (the “Plan of Arrangement”).

Under the Plan of Arrangement and in accordance with the terms of the Agreement, Robex shareholders will receive 8.667 PDI Shares for each Robex Share (the “Exchange Ratio”) held immediately prior to the effective time of the Transaction (the “Effective Time”).

In connection with closing of the Transaction, PDI expects to issue an aggregate of approximately 2,115 million PDI Shares to Robex shareholders, based on the Robex Shares outstanding as at the date of this announcement. PDI may also issue up to approximately 497 million additional PDI Shares subject to conversion of any Robex convertible securities into Robex Shares prior to the Effective Time, including up to approximately 281 million PDI Shares from the conversion of Robex’s 32.38 million warrants with an exercise price of C$2.55 per warrant, which recently had the expiry date accelerated to 18 October 2025.⁵

Following completion of the Transaction, existing PDI shareholders and former Robex shareholders will own approximately 51% and 49% respectively of the combined company on a fully diluted in-the-money basis. The implied market capitalization of the combined company is estimated at A$2,350 million (C$2,168 million) on a fully diluted in-the-money basis.⁶ The deal represents a significant consolidation in the West African gold sector, reflecting a trend towards larger, more resilient gold producers capable of weathering market volatility and attracting substantial investment.

Under the Plan of Arrangement and in accordance with the Agreement, any of Robex’s convertible securities, including its outstanding warrants, options and other incentive securities, which are not exercised prior to the Effective Time will remain outstanding in accordance with their terms and, after the Effective Time, will be exercisable for PDI Shares in lieu of Robex Shares, provided that the number of PDI Shares and exercise price for each PDI Share will each be adjusted based on the Exchange Ratio.

The combined company will be led by a combined board and management team of experienced mining and business leaders, bringing together their respective strengths and capabilities. The Transaction is expected to close in December 2025 or early 2026.

STRATEGIC RATIONALE FOR THE TRANSACTION

PDI’s key asset is the Bankan Project in Guinea, which has estimated average production of approximately 250koz per annum over 12 years,⁷ and is advancing towards a final investment decision targeted for the second quarter of 2026. Robex is currently constructing the Kiniero Project in Guinea, which is on schedule to achieve first gold production in December 2025 and is expected to produce an average of 139koz per annum over 9 years.⁸ Robex also operates the Nampala gold mine (“Nampala Project”) in Mali, which is forecast to produce 46-47koz in 2025.⁹

Key strategic, financial and operational advantages of the combined company include the following:

• Pathway to becoming one of West Africa’s leading gold producers: 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; the combined company is expected to have +400kozpa Au¹⁰ of production by 2029, combined Mineral Resources of approximately 9.5Moz Au¹¹ and combined Ore Reserves of approximately 4.5Moz Au.¹² This positions the new entity to potentially rival established players in the region, such as Barrick Gold and AngloGold Ashanti.
• Flexibility through leveraging cash flows from Robex to fund development of the Bankan Project: Significant cash flows expected to be generated from the Kiniero Project and the ongoing exercise of in-the-money warrants and options, which can support development of the Bankan Project. This is a crucial aspect, as it reduces reliance on external financing and allows for a more streamlined development timeline.
• Right management and board skill set to drive value creation: Strengthened team with a proven in-country track record and complementary skill set to develop and operate mines in West Africa, and with extensive experience working within dual-listed and large mining companies in Africa. Robex’s leading development team are ready to move from the Kiniero Project’s construction to the Bankan Project’s development, applying lessons learned and optimizing workforce deployment. This is particularly important given the operational complexities inherent in West African mining environments.
• Potential for meaningful upside: Proximity of the Bankan Project and Kiniero Project creates a tier-1 mining hub with potential for meaningful upside, coordinated development, operating and exploration strategies, and enhanced ability to leverage in-country resources. This synergistic effect could lead to significant cost savings and operational efficiencies.
• Enhanced capital markets presence: Greater scale and multi-asset nature of the combined company, with potential inclusion in the ASX 200 and VanEck Junior Gold Miners (“GDXJ”) indices, enhancing its relevance and attractiveness to investors, positioning it for a potential share price re-rate. The dual listing on the ASX and TSX-V is also expected to broaden the investor base and improve liquidity.

Andrew Pardey, commented: “By combining two of West Africa’s largest and most advanced gold development projects and leveraging the proven track record of both management teams in Africa, we are creating a company that positions Guinea to become one of Africa’s top five gold producers. The new, diversified company will not only further de-risk our flagship Bankan Project, but also deliver enduring value for shareholders, the communities where we operate and Guinea as a whole.”

Matthew Wilcox, commented: “This combination marks a transformative step for both companies, creating a platform with the scale, assets and capability to deliver long-term value. As incoming CEO and Managing Director of the combined company, I am excited to lead a team that brings together deep operational experience, proven development expertise and a shared commitment to responsible growth in West Africa. I look forward to overseeing the successful commissioning of the Kiniero Project and rapidly advancing the development of the Bankan Project.”

BOARD

Andrew Pardey will act as Non-Executive Chairman of the combined company. The management team of the combined company will be led by Matthew Wilcox as Chief Executive Officer and Managing Director and Alain William as Executive Director, Government Relations and Legal. Non-Executive Directors of the combined company will be Simon Jackson (Lead Independent), Steven Michael, Alberto Lavandeira and Howard Golden.

TRANSACTION AND THE PLAN OF ARRANGEMENT

The Transaction is subject to the satisfaction of closing conditions customary for a transaction of this nature, including the approval of the Superior Court of Québec and the TSX-V. The Transaction will also require the approval of at least 66⅔% of the votes cast in person or proxy by the shareholders of Robex voting at a special meeting of Robex shareholders (the “Robex Meeting”), and, if required under Canadian law, a simple majority of the votes cast by Robex shareholders excluding for this purpose the votes held by any person required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Transaction will not require PDI shareholder approval.

The Agreement includes customary representations and warranties for a transaction of this nature as well as customary interim period covenants regarding the operation of Robex’s and PDI’s businesses. The Agreement also includes customary reciprocal deal protections, including fiduciary-out provisions, non-solicitation covenants, and a right to match any superior proposals. The Agreement includes reciprocal termination fees of A$37 million payable by PDI or Robex, as applicable, in the event the Agreement is terminated in certain circumstances.

The ASX has granted certain ASX Listing Rule waivers to PDI in relation to the Transaction, details of which are provided in the separate announcement released by PDI today entitled “ASX Listing Rule Waivers Granted in Relation to Robex Merger.”

Full details of the Transaction will be included in a management information circular of Robex (the “Robex Circular”) that will be delivered to Robex shareholders in advance of the Robex Meeting, which is anticipated to be held in December 2025.

Copies of the Robex Circular and the Agreement will be available under Robex’s profile on SEDAR+ (www.sedarplus.ca).

PDI and Robex shareholders do not need to take any actions in relation to the Transaction at this time.

VOTING SUPPORT AGREEMENTS

Two of Robex’s largest shareholders, the Cohen Group and Eglinton Mining, who in aggregate own approximately 25.2% of the issued and outstanding Robex Shares, have entered into separate voting support agreements with PDI pursuant to which they have agreed to vote their Robex Shares in favour of the Transaction at the Robex Meeting.

Additionally, all of the directors and certain members of senior management of Robex, who in aggregate own approximately 0.3% of the issued and outstanding Robex Shares, have entered into voting support agreements with PDI pursuant to which they agreed to vote their Robex Shares in favour of the Transaction at the Robex Meeting.

BOARD OF DIRECTORS’ RECOMMENDATIONS

After consultation with its outside financial and legal advisors, the board of directors of PDI (the “PDI Board”) unanimously approved the Transaction.

Robex appointed a special committee of independent directors (the “Robex Special Committee”) to consider and make a recommendation to the board of directors of Robex (the “Robex Board”) with respect to the Transaction. Based on the unanimous recommendation of the Robex Special Committee, and after consultation with its outside financial and legal advisors, the Robex Board unanimously approved the Transaction and has determined that the Transaction is in the best interests of Robex, and that the consideration to be received by Robex shareholders pursuant to the Transaction is fair, from a financial point of view, to the Robex shareholders. The Robex Board unanimously recommends that Robex shareholders vote in favour of approving the Transaction at the Robex Meeting.

FAIRNESS OPINIONS

Canaccord Genuity Corp. has provided a fairness opinion to the Robex Board and Cormark Securities Inc. has provided a fairness opinion to the Robex Special Committee (the “Fairness Opinions”), to the effect that, as of the date of each such Fairness Opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Robex shareholders pursuant to the Transaction is fair, from a financial point of view, to the Robex shareholders.

ROBEX SPROTT FACILITY

Robex has received formal lender consent under its Syndicated Facility Agreement for the merger with PDI.

The Syndicated Facility Agreement will remain in place and continue to support construction activities at the Kiniero Gold Project.

ADVISORS

PDI has engaged BMO Capital Markets and SCP Resource Finance LP as financial advisors, Fasken Martineau DuMoulin LLP as Canadian legal advisor, and Herbert Smith Freehills Kramer as Australian legal advisor. GenCap Mining Advisory has been engaged as financial advisor to the PDI Board.

Robex has engaged Canaccord Genuity as financial advisor, Peloton Legal Pty Ltd as Australian legal advisor, Osler, Hoskin & Harcourt LLP as Canadian legal advisor, with Simmons & Simmons LLP providing support on local in-country matters and Crux Law Pty Ltd on debt financing matters. Cormark Securities Inc. has been engaged as financial advisor to the Robex Special Committee.

JORC CODE AND CIM DEFINITION STANDARDS

The term “Ore Reserve” defined by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (“JORC Code”) is equivalent to the term “Mineral Reserve” defined by the CIM Definition Standards for Mineral Resources & Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum May 19, 2014 (“CIM Definition Standards”). “Inferred Mineral Resources”, “Indicated Mineral Resources” and “Measured Mineral Resources” have the same meaning under both the JORC Code and CIM Definition Standards. “Proved Mineral Reserves” under the JORC Code has the same meaning as “Proven Mineral Reserves” under the CIM Definition Standards, and “Probable Mineral Reserves” under the JORC Code has the same meaning as “Probable Mineral Reserves” under the CIM Definition Standards. The JORC Code is an acceptable foreign code under NI 43-101.

MINERAL RESOURCES AND ORE RESERVE ESTIMATES, AND PRODUCTION TARGETS

This announcement refers to PDI and Robex having combined Mineral Resource and Ore Reserve estimates of approximately 9.5Moz Au and approximately 4.5Moz Au respectively.