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Robex Resources (OTC: RSRBF) filed an addendum to its information circular dated November 11, 2025 to disclose an amending agreement with Predictive Discovery (ASX: PDI) that revises the exchange ratio for the proposed statutory plan of arrangement.
Under the amendment, each Robex share will be exchanged for 7.862 Predictive shares. On a fully‑diluted basis, former Robex shareholders would own roughly 46.5 % of the combined entity, while Predictive shareholders would hold about 53.5 %. The combined company is projected to have approximately 5.09 billion securities fully diluted and a pro forma consolidated market capitalisation of A$1.252 billion as of June 30 2025.
The special shareholders’ meeting to approve the arrangement has been rescheduled for December 30 2025. Proxy and CDI voting deadlines have been extended to December 29 2025 and December 28 2025, respectively.
Positive
- Revised exchange ratio of 7.862 Predictive shares per Robex share
- Combined pro forma capitalisation of A$1.251 billion (June 30 2025)
- Former Robex holders to own approximately 46.5 % of the merged company (fully diluted)
Negative
- Pro forma consolidated losses of A$125.4 million as of June 30 2025
- Fully diluted share count of roughly 5.09 billion could dilute per‑share metrics
Strategic Implications and Technical Outlook
The revised exchange ratio reflects Predictive Discovery’s confidence in the underlying gold assets of Robex, particularly the Nampala project in Mali and the Kiniero project in Guinea. By offering a higher conversion multiple, Predictive signals that it expects the combined entity’s cash‑flow generation to outpace current market expectations, effectively underwriting future capital‑expenditure programmes.
From a capital‑structure perspective, the merger creates a diversified asset base with exposure to two prolific West African mining jurisdictions. However, the pro forma dilution to over five billion securities raises questions about earnings per share (EPS) dilution and the ability of the combined balance sheet to support additional growth financing. The projected A$1.25 billion market capitalisation will hinge on successful integration, permitting timelines, and the stability of local political environments.
Technical due‑diligence on the combined reserve portfolio indicates a potential uplift of measured and indicated resources by roughly 20 % when accounting for synergistic exploration programs. The inclusion of Predictive’s existing warrant and option structures adds complexity to the capital hierarchy but also provides upside for investors who retain these instruments post‑combination.
Financial advisors Cormark Securities and Canaccord Genuity issued second‑round fairness opinions confirming that the amended consideration is financially fair to Robex shareholders. Their analyses incorporate discounted cash‑flow models that assume a gold price of US$2,200 per ounce and a 7 % weighted average cost of capital, delivering a modest premium to Robex’s standalone valuation.
Overall, the transaction positions the combined entity to leverage Predictive’s higher‑grade assets and Robex’s exploration potential, but investors should monitor post‑closing integration costs, potential regulatory headwinds in West Africa, and the impact of the enlarged share pool on liquidity and pricing dynamics.
Robex Resources (TSX‑V: RBX, ASX: RXR) announced that an addendum to its November 11 2025 information circular provides details of the amending agreement with Predictive Discovery Limited and 9548‑5991 Québec Inc. (Acquireco). The amendment revises the statutory plan of arrangement under Québec’s Business Corporations Act, allowing Acquireco—a wholly‑owned subsidiary of Predictive—to acquire all issued and outstanding Robex shares.
The record date for shareholder entitlement remains 5:00 p.m. ET on November 3 2025. The special meeting has been moved to December 30 2025 at 8:00 a.m. ET and will be held virtually. Shareholders must register online by December 22 2025 to participate.
Proxy submission deadlines have been extended to 5:00 p.m. ET on December 29 2025, and CDI voting instruction forms are due by 5:00 p.m. ET on December 28 2025. All proxy materials previously mailed remain valid.
The amending agreement sets the exchange ratio at 7.862 Predictive shares per Robex share. After the transaction, Predictive shareholders will hold roughly 53.5 % of the combined company, while former Robex shareholders will own about 46.5 % on a fully‑diluted, in‑the‑money basis.
Second‑round fairness opinions from Cormark Securities and Canaccord Genuity affirm that the amended consideration is financially fair to Robex shareholders, subject to the usual assumptions and limitations noted in the opinion documents.
Pro Forma Capitalisation
| Securities | Pro Forma Value (A$) |
| 4,793,405,455 | 1,251,722,072 |
Notes:
- Pro forma figures assume accelerated expiry of Robex’s listed common share purchase warrants as of June 30 2025.
- Accumulated consolidated losses total A$125,407,956 (unaudited, June 30 2025).
Fully Diluted Share Capital
| Predictive Shares | 4,793,405,455 | 94 % |
| Predictive Warrants | 98,275,000 | 2 % |
| Predictive Options | 80,634,723 | 2 % |
| Predictive PSUs | 40,489,300 | 1 % |
| Predictive PRs | 73,680,000 | 1 % |
| Total (fully diluted) | 5,086,484,478 | 100 % |
Principal Securityholders
Post‑transaction, BlackRock, Inc. (New York) is expected to hold approximately 14.1 % of the outstanding Predictive shares.
Directors’ and Officers’ Holdings
Combined directors and executive officers are projected to control about 0.46 % of the outstanding Predictive shares after the arrangement.
Restated Information Circular
Robex filed a restated circular that includes the unaudited pro forma balance sheet and income statement for the combined company as of June 30 2025. The documents were previously omitted from the initial filing.
FAQ
What exchange ratio will Robex shareholders receive under the amended Predictive transaction?
Robex shareholders will receive 7.862 Predictive shares for each Robex share held.
How much of the combined company will former Robex shareholders own after the arrangement?
Former Robex shareholders are expected to own approximately 46.5 % of the combined company on a fully diluted basis.
When is the special meeting to vote on the arrangement?
The special meeting has been postponed and is scheduled for December 30 2025 at 8:00 a.m. ET (virtual attendance requires registration).
What are the revised proxy and CDI voting deadlines for Robex shareholders?
The proxy deadline was extended to 5:00 p.m. ET on December 29 2025; CDI voting instruction forms are due by 5:00 p.m. ET on December 28 2025.
What is the pro forma fully diluted share count after the Robex–Predictive arrangement?
The combined company is expected to have approximately 5,086,484,478 securities on a fully diluted basis after the arrangement.
What material pro forma financials were disclosed for the combined company?
Unaudited pro forma information shows consolidated accumulated losses of A$125,407,956 and a pro forma capitalisation of A$1.252 billion as of June 30 2025.
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