Robex Shareholders Approve PDI Merger
QUEBEC CITY, Dec. 30, 2025 (GLOBE NEWSWIRE) — Robex Resources Inc. (“Robex” or the “Company”) is pleased to announce that at its special meeting of shareholders (the “Meeting”) held today, shareholders (“Robex Shareholders”) voted overwhelmingly in favour of the special resolution (the “Arrangement Resolution”) approving the previously announced merger with Predictive Discovery Limited (“Predictive”) pursuant to which Predictive, through its direct wholly-owned subsidiary, will acquire all of the issued and outstanding common shares of Robex (“Robex Shares”) by way of a statutory plan of arrangement under the Business Corporations Act (Québec).
Voting Results
The Arrangement Resolution was approved by 94.54% of votes cast by Robex Shareholders represented in person or by proxy at the Meeting, satisfying the required approval threshold of not less than two-thirds (66⅔%). Full voting results will be filed under Robex’s profile on SEDAR+ at www.sedarplus.ca.
Next Steps
The transaction remains subject to final approval by the Superior Court of Québec (Commercial Division), which is scheduled for 13th January 2026, the TSX Venture Exchange (“TSXV”), local Government consents and other customary closing conditions for a transaction of this nature. Completion of the merger is expected to occur in Q1 2026.
Amended Terms and Strategic Rationale
Under the amended arrangement agreement announced on December 10, 2025, Robex Shareholders will receive 7.862 fully paid ordinary shares in the capital of Predictive for each Robex Share held, resulting in Robex Shareholders owning approximately 46.5% of the combined company on a fully diluted in-the-money basis.
The merger creates one of West Africa’s leading gold producers, combining Robex’s Kiniero Project and Predictive’s Bankan Project to deliver:
- Scale, Growth and Financial Flexibility: Near-term cash flow from Kiniero and Nampala, as well as warrant proceeds to support Bankan development. Projected combined production of 400koz+ annually by 20291.
- Operational Synergies: Proximity of projects establishes a tier-1 mining hub in Guinea.
- Enhanced Market Profile: Increased scale and multi-asset nature position the combined company for potential inclusion in major indices (ASX 200, GDXJ).
- Experienced Leadership: A strengthened management team with proven in-country expertise and dual-listed experience.
Matthew Wilcox, Managing Director and CEO of Robex, stated:
“This has been a defining 10 days for Robex. On December 21, we achieved the first gold pour at Kiniero, and today, December 30, our shareholders approved the merger with Predictive. These two milestones demonstrate our ability to execute and position the combined company for rapid growth. With near-term cash flow from Kiniero and the world-class Bankan project in the pipeline, we are building a tier-1 gold mining hub in Guinea and creating a leading gold producer. We thank our shareholders for their strong support and are ready to deliver meaningful returns for all stakeholders.”
The detailed results of the vote, proxies received and total number of votes cast for the resolution, as required under ASX Listing Rule 3.13.2, is set out below.
- Approval of Statutory Plan of Arrangement with Predictive Discovery Limited
According to votes received, the statutory plan of arrangement, pursuant to which, Predictive will indirectly, through 9548-5991 Quebec Inc, acquire all of the issued and outstanding Robex Shares, subject to the terms and conditions of an arrangement agreement dated October 5, 2025, as amended on December 10, 2025, be entered into among Robex, Predictive and 9548-5991 Quebec Inc, approved and confirmed with the following results:
| # of Votes For | % of Votes Cast For | # of Votes Against | % of Votes Cast Against | |||
| Total Votes | 191,376,301 | 94.54% | 11,061,528 | 5.46% | ||
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.
This announcement was approved by the Managing Director.
Robex Resources Inc.
Matthew Wilcox, Managing Director and Chief Executive Officer
Alain William, Chief Financial Officer
Email: investor@robexgold.com
www.robexgold.com
Investors and Media:
Michael Vaughan, Fivemark Partners
Phone: +61 422 602 720
Email : michael.vaughan@fivemark.com.au
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; the timing and receipt of the final order of the Superior Court of Québec; the approval of the TSXV; the satisfaction of the closing conditions under the Arrangement Agreement; 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 www.sedarplus.ca. 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.
Production Targets
The production targets and forecast financial information in respect of Robex’s Kiniero Project was released to ASX on 22 August 2025 in an announcement by Robex titled “Amendment to Kiniero Gold Project Technical Report”, and in respect of the Nampala Project in an ASX announcement by Robex dated 6 May 2025 titled “Replacement Prospectus”. Robex confirms that all the material assumptions underpinning the production targets and forecast financial information derived from the production targets in the relevant market announcement continue to apply and have not materially changed.
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1 CY2029 production based on Bankan Project CY2029 estimated production of 272koz Au (assuming first production commences in April 2028) as reported in the Definitive Feasibility Study for the Bankan Project (as released by Predictive to ASX on 25 June 2025 in its announcement titled “Bankan DFS Confirms Outstanding Project Economics”) and Kiniero Project CY2029 estimated production of 155koz Au as reported in the updated feasibility study for the Kiniero Project (as released by Robex to ASX on 22 August 2025 in its announcement titled “Amendment to Kiniero Gold Project Technical Report”).
