Robex Files Addendum To Information Circular In Connection With Amendment To Arrangement Agreement With Predictive Discovery

2025-12-13 12:45:59

(MENAFN- GlobeNewsWire - Nasdaq) QUEBEC CITY, Dec. 13, 2025 (GLOBE NEWSWIRE) -- Robex Resources Inc. (“Robex” or the“Corporation”) (TSX-V: RBX, ASX: RXR) announces that, further to the announcement on December 10, 2025, it has filed an addendum (the“ Addendum”) to the management information circular of the Corporation dated November 11, 2025 (the“ Circular”). The Addendum provides certain information regarding the amending agreement (the“ Amending Agreement”) entered into between Robex, Predictive Discovery Limited (“ Predictive”) (ASX: PDI) and 9548-5991 Québec Inc. (“ Acquireco”) to amend the previously announced arrangement agreement dated October 5, 2025 among Robex, Predictive and Acquireco (together with the Amending Agreement, 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 (the“ Arrangement”) under Chapter XVI – Division II of the Business Corporations Act (Québec) (the“ Transaction”).

The record date for determination of Robex Shareholders entitled to receive notice and vote at the Meeting remains at 5:00 p.m. (Eastern Time) on November 3, 2025 (6:00 a.m. Australian Western Standard Time on November 4, 2025) (“ Record Date”).

The Addendum is being sent to holders of Robex Shares as at the Record Date (“ Robex Shareholders”) in connection with the special meeting (the“ Meeting”) of Robex Shareholders scheduled for December 30, 2025 at 8:00 a.m. (Eastern Time) (9:00 p.m. Australian Western Standard Time) for Robex Shareholders to consider and vote on a special resolution (the“ Arrangement Resolution”) to approve the Transaction. A copy of the Addendum has been filed on the Corporation's SEDAR+ profile at .

Based on the unanimous recommendation of the special committee of independent directors of Robex (the“ Robex Special Committee”), and after consultation with its outside financial and legal advisors, the board of directors of the Corporation (the“ Robex Board”) has unanimously determined that the Arrangement 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. Accordingly, THE ROBEX BOARD UNANIMOUSLY RECOMMENDS THAT ROBEX SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION AT THE MEETING.

Meeting Postponed to December 30, 2025

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 additional time to deposit proxies or voting instruction forms.

The Meeting will be held virtually. To participate, Robex Shareholders must register online at (English) or (French) by 5:00 p.m. (Eastern Time) on December 22, 2025 (6:00 a.m. Australian Western Standard Time on December 23, 2025). Robex Shareholders will be able to access and participate in the Meeting using the same registration links provided above, which will serve as the entry point to the Meeting.

Deadline to Deposit Proxies Extended

The form of proxy, voting instruction form (including the CDI voting instruction form) and letter of transmittal that were mailed to Robex Shareholders with the Circular remain valid. No further action is required of Robex Shareholders who have already voted their Robex Shares if there is no change to their vote. If you have not already submitted your form of proxy or voting instruction form or you wish to change your vote, please carefully review the updated instructions below.

The deadline to deposit proxies has been extended to 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”). To be valid, the proxy form must be received by the Corporation's transfer agent, Computershare Investor Services Inc. by Internet, telephone or mail at their Toronto office, 320 Bay St., 14th Floor, Toronto, Ontario, M5H 4A6 no later than the Revised Proxy Deadline.

The deadline to submit CDI voting instruction forms has also been extended. CDI voting instruction form must now be received by the Corporation's CDI register, Computershare Investor Services Pty Limited by Internet at , by post to GPO Box 242, Melbourne, Victoria, 3001, Australia or by fax to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia), no later than by 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”), and CDI Holders are encouraged to submit their CDI voting instruction forms as soon as possible to ensure their instructions are carried out.

Beneficial Robex Shareholders must submit their voting instruction form to their intermediary in advance to ensure their intermediary can vote by the cut-off. The chair of the Meeting may waive or extend the proxy cut-off without notice.

Addendum to Information Circular

The information contained in the Addendum supplements the information contained in the Circular to provide Robex Shareholders with sufficient information concerning the Amending Agreement, in order to permit Robex Shareholders to form a reasoned judgment concerning voting their Robex Shares in respect of the Arrangement Resolution. The Addendum should be read in conjunction with the Circular.

Under the Amending Agreement, 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” or the“ Amended Exchange Ratio”). 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

Second Fairness Opinions

Each of Cormark Securities Inc. (“ Cormark”) and Canaccord Genuity Corp. (“ Canaccord”) were engaged to evaluate the fairness, from a financial point of view, of the Amended Consideration to be received by Robex Shareholders pursuant to the Arrangement. Cormark provided an updated fairness opinion to the Special Committee (the“ Second Cormark Fairness Opinion”) to the effect that, as of the date of such Second Cormark Fairness Opinion, and subject to the assumptions, limitations and qualifications set out therein, the Amended Consideration to be received by the Robex Shareholders pursuant to the Arrangement, is fair, from a financial point of view, to the Robex Shareholders. Additionally, Canaccord provided an updated fairness opinion to the Robex Board (the“ Second Canaccord Fairness Opinion” and together, the“ Second Fairness Opinions”) to the effect that, as of the date of such Second Canaccord Fairness Opinion, and subject to the assumptions, limitations and qualifications set out therein, the Amended Consideration to be received by the Robex Shareholders pursuant to the Arrangement, is fair, from a financial point of view, to the Robex Shareholders.

The full text of the Second Fairness Opinions is attached as Exhibit A to the Addendum.

Pro Forma Capitalization

As a result of the Amended Consideration, certain pro forma information provided in the Circular has changed.
The following table sets forth the pro forma consolidated capitalization of the Robex and Predictive (the“ Combined Company”) using the Amended Exchange Ratio, after giving effect to the Arrangement as of June 30, 2025.

Securities ⁽¹⁾	Pro Forma After Giving Effect to the Arrangement (A$) ⁽²⁾⁽³⁾
4,793,405,455	1,251,722,072

Notes:

As of June 30, 2025, after giving effect to the Arrangement, there will be: 98,275,000 Predictive Warrants consisting of 98,275,000 Robex Warrants from and after the Effective Time, as adjusted by the Amended Exchange Ratio, 90,395,140 Predictive Options consisting of a combination of (i) 37,562,500 Predictive Options, and (ii) 52,832,640 Robex Options from and after the Effective Time, as adjusted by the Amended Exchange Ratio; 76,750,000 Predictive PRs; and 40,489,300 Predictive PSUs consisting of 40,489,300 Robex PSUs from and after the Effective Time, as adjusted by the Amended Exchange Ratio. Assumes that outstanding Robex DSUs will be settled in cash rather than for an aggregate of 3,931,000 Predictive Shares; however, such determination will be made by Predictive prior to the Effective Time.

The pro forma capitalization of the Combined Company assumes that the accelerated expiry of Robex's listed common share purchase warrants was completed as of June 30, 2025.

Based on the unaudited pro forma financial information following the completion of the Arrangement included in Exhibit B to the Addendum, accumulated losses at June 30, 2025 on a consolidated basis totaled A$125,407,956.

Fully Diluted Share Capital

The following table sets forth the expected number and percentage of securities of the Combined Company expected to be outstanding on a fully diluted basis after giving effect to the Arrangement. The information in the table below is based on information available to each of Robex and Predictive as at December 12, 2025.

	Number	Percentage
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 (on a fully diluted basis) ¹	5,086,484,478	100.00	%

Unaudited Pro Forma Financial Information

The unaudited pro forma consolidated financial information of the Combined Company giving effect to the Arrangement and the accompanying notes have been updated to reflect the Amended Consideration and are included as Exhibit B to the Addendum.

The unaudited pro forma financial information has been prepared in a manner consistent with Predictive's and Robex's respective accounting policies as applied and disclosed in the Predictive Financial Statements, the Robex Financial Statements, and the condensed interim financial statements of Predictive for the period ended December 31, 2024 and the condensed interim financial statements of Robex for the period ended June 30, 2025.

The unaudited pro forma consolidated statement of financial position as at June 30, 2025 gives effect to the Arrangement as if the transaction had closed on June 30, 2025. The unaudited pro forma consolidated statements of profit or loss and other comprehensive income for the twelve months ended June 30, 2025 give effect to the Arrangement as if the transaction had closed on July 1, 2024. The unaudited pro forma financial information is based on the respective historical consolidated financial statements of Predictive and Robex.

The unaudited pro forma financial information and adjustments, including the allocation of the purchase price, are based upon preliminary estimates of fair values of assets acquired and liabilities assumed, current available information and certain assumptions that Predictive believes are reasonable in the circumstances, as described in the notes to the unaudited pro forma financial information.

The unaudited pro forma financial information is presented for illustrative purposes only and is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. The actual financial position and results of operations of the Combined Company following completion of the Arrangement may differ significantly from the pro forma amounts reflected in the unaudited pro forma financial information due to a variety of factors.

Principal Securityholders

To the best of the knowledge of the directors and officers of each of Robex and Predictive, upon completion of the Arrangement, the following persons or companies will beneficially own, directly or indirectly, or exercise control or direction over, Predictive Shares carrying more than 10% of the voting rights attached to the Predictive Shares:

Name of Predictive Shareholder and Municipality of Residence	Number of Predictive Shares	% of Total Outstanding Predictive Shares
BlackRock, Inc. New York	676,349,071	14.1%

Security Holdings of Directors and Officers

After giving effect to the Arrangement, it is expected that the directors and executive officers of the Combined Company as a group will beneficially own or control or direct, directly or indirectly, approximately a total of 22,207,062 Predictive Shares, representing 0.46% of the outstanding Predictive Shares.

Restated Information Circular

Robex also announces that it has filed an amended and restated Circular (the“ Restated Circular”) to attach the unaudited pro forma statement of financial position as at June, 30 2025 and the unaudited pro forma statement of profit or loss for the 12 months ended June 30, 2025 for the Combined Company (the“ Pro Forma Statements”) to the Unaudited Pro Forma Financial Information appended as Appendix K to the Restated Circular. The Pro Forma Statements were inadvertently omitted from the initial filing of the Circular. A copy of the Restated Circular is available for viewing under the Corporation's profile on SEDAR+ at .

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:

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: ...

Robex has engaged Canaccord Genuity as financial advisor, Peloton Legal Pty Ltd as Australian legal advisor, Osler, Hoskin & Harcourt LLP as Canadian legal advisor. Cormark Securities Inc. has been engaged as financial advisor to the Robex Special Committee.

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.

Robex Resources Inc.
Matthew Wilcox, Managing Director and Chief Executive Officer
Alain William, Chief Financial Officer
Email: ...

Investors and Media:
Michael Vaughan, Fivemark Partners
Phone: +61 422 602 720
Email: ...

ABOUT ROBEX RESOURCES INC.

Robex Resources is a Canadian gold mining company listed on the TSX-V and ASX, and headquartered in Quebec, Canada. Robex's material properties consist of the Nampala Project in Mali and the Kiniero Project in Guinea.

Not an Offer

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been registered under the U.S. Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

Forward-looking Statements

This announcement contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively“ Forward-looking Information”). These include statements regarding future outlook and anticipated events, such as the consummation and timing of the Transaction and the satisfaction of the closing conditions under the Arrangement Agreement; the timing of the Meeting and of the Revised Proxy Deadline and Revised CDI VIF Deadline; the filing and delivery of the Addendum, press release and any other ancillary materials; pro forma ownership of the Combined Company; and future plans, projections, objectives, estimates and forecasts and the timing related thereto. All statements, other than statements of historical fact, that address circumstances, events, activities or developments that could or may or will occur are Forward-looking Information. Forward-looking Information is generally identified by the use of words like“will”,“create”,“enhance”,“improve”,“potential”,“expect”,“upside”,“growth”,“estimate”,“anticipate” and similar expressions and phrases or statements that certain actions, events or results“may”,“could”, or“should”, or the negative or grammatical variations of such terms, are intended to identify Forward-looking Information. Although Robex believes that the expectations reflected in the Forward-looking Information are reasonable, undue reliance should not be placed on Forward- looking Information since no assurance can be provided that such expectations will prove to be correct. Forward-looking Information is based on information available at the time those statements are made and/or good faith belief of the officers and directors of Robex as of that time with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by the Forward-looking Information. Forward-looking Information involves numerous risks and uncertainties. Such factors may include, but are not limited to, risks related to the closing of the Arrangement, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary approvals, licenses and permits and diminishing quantities or grades of reserves, political and social risks (including, but not limited to, in Guinea, Ivory Coast, Mali and West Africa more broadly), changes to the legal and regulatory framework within which Robex operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation, as well as the risks identified in the section titled“Risk Factors” in Robex's most recently filed Annual Information Form which is available on SEDAR+ at. Forward-looking Information is designed to help readers understand Robex' views as of that time with respect to future events and speak only as of the date they are made. Except as required by applicable law, Robex assumes no obligation to update or to publicly announce the results of any change to any Forward-looking Information contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the Forward-looking Information. If Robex updates any Forward-looking Information, no inference should be drawn that Robex will make additional updates with respect to such or other Forward-looking Information. All Forward-Looking Information contained in this announcement is expressly qualified in its entirety by this cautionary statement.

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¹ Assumes that outstanding Robex DSUs will be settled in cash rather than for an aggregate of 3,931,000 Predictive Shares; however, such determination will be made by Predictive prior to the Effective Time.

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