Robex Amends Arrangement Agreement with Predictive Discovery; Special Meeting Rescheduled for Dec. 30, 2025

Rhea‑AI Summary

Highlights

• Amended Arrangement Agreement: Robex shareholders will receive 7.862 Predictive Shares for each Robex Share, giving them 46.5 % of the combined company on a fully diluted in‑the‑money basis.
• Strong Shareholder Support: Major shareholders, directors and officers representing roughly 23.8 % of Robex’s outstanding shares have entered amended voting agreements.
• Strategic Benefits: The merger creates one of West Africa’s leading gold producers, combining two large, low‑cost, advanced projects with significant growth potential.
• Accretive Value: The transaction is expected to be accretive to shareholders over the medium term, driven by high‑quality assets, increased scale, diversified portfolio and potential index inclusion.
• Meeting Update: The proxy deadline for Robex shareholders is now 5:00 p.m. ET on Dec 29 2025; for CDI holders, it is 5:00 p.m. ET on Dec 28 2025. No further action is required of shareholders who have already voted in favor of the arrangement.

QUEBEC CITY, Dec. 11, 2025 – Robex Resources Inc. (TSX‑V: RBX, ASX: RXR) announced it has entered into an Amending Agreement with Predictive Discovery Limited (ASX: PDI) and Acquireco (a wholly‑owned subsidiary of Predictive). The amendment modifies the Arrangement Agreement originally signed on Oct 5 2025, under which Acquireco will acquire all issued and outstanding Robex common shares via a statutory plan of arrangement under Quebec’s Business Corporations Act.

The amended consideration sets the exchange ratio at 7.862 fully paid Predictive Shares for each Robex Share. Upon completion, Predictive shareholders will own roughly 53.5 % of the combined company, while former Robex shareholders will hold about 46.5 % on a fully diluted, in‑the‑money basis.

Strategic Rationale

• Scale and Production Profile: The combined entity will operate the Kiniero and Bankan gold projects, which together are projected to deliver over 400 koz of gold per year by 2029.
• Resource Base: Combined mineral resources are estimated at approximately 9.5 Moz Au, positioning the new company among the top gold producers in West Africa.
• Financial Flexibility: Early cash flow from the Kiniero operation, coupled with warrant proceeds from Robex, will fund Bankan’s development, reducing financing risk.
• Operational Synergies: Geographic proximity of the projects enables shared infrastructure, workforce efficiencies, and a unified mine‑building hub in Guinea.
• Market Visibility: The expanded asset base may qualify the company for inclusion in major indices such as the ASX 200 and the S&P GDX Junior, enhancing liquidity and attracting institutional capital.

Financial and Technical Outlook

Both companies have secured Second Fairness Opinions from independent advisors, confirming that the amended consideration is fair from a financial perspective. The transaction is expected to be accretive to earnings per share within two to three years, assuming gold prices remain in the US$1,800‑2,200 per ounce range.

Technical assessments indicate that the Kiniero project holds Probable Reserves of approximately 45.5 Mt at an average grade of 0.97 g/t Au (≈1.41 Moz Au), while the Bankan project contributes an additional 51.6 Mt at 1.78 g/t Au (≈2.95 Moz Au). The combined resource base underpins the 400 koz annual production target and provides a robust pipeline for exploration upside.

Governance and Shareholder Approval

The board of Robex, after consulting with legal and financial advisors, unanimously recommends that shareholders vote in favor of the arrangement. Supporting shareholders – including the Cohen Group, Eglinton Mining and several senior executives – collectively own about 23.8 % of Robex’s outstanding shares and have entered amended voting agreements to back the deal.

The special shareholders’ meeting, originally set for Dec 15 2025, has been rescheduled to Dec 30 2025 at 8:00 a.m. ET (9:00 p.m. Australian Western Standard Time). The arrangement will only be approved if it receives at least a two‑thirds majority of votes cast.

Risk Considerations

• Commodity price volatility could affect projected cash flows and the timing of expected returns.
• Regulatory approvals and permitting processes in Guinea and Mali present execution risk.
• Integration challenges, including harmonizing corporate cultures and operational processes, could delay synergies.
• Financing risk remains if cash flow from Kiniero underperforms or if warrant proceeds fall short of expectations.

Key Dates

• Special shareholders’ meeting: Dec 30 2025, 8:00 a.m. ET
• Revised proxy deadline for shareholders: Dec 29 2025, 5:00 p.m. ET
• Revised CDI voting instruction deadline: Dec 28 2025, 5:00 p.m. ET