Robex shareholders approve merger with Predictive

Executive Summary

• Robex Resources Inc. shareholders overwhelmingly approved the previously announced merger with Predictive Discovery Ltd. at a special meeting held on December 30, 2025.
• The transaction involves Predictive acquiring all outstanding Robex shares via a statutory plan of arrangement, creating one of West Africa's leading gold producers by combining the Kiniero and Bankan projects.
• Robex shareholders will receive 7.862 fully paid ordinary shares in Predictive for each Robex share held, resulting in an approximate 46.5% ownership stake in the combined entity on a fully diluted basis.

Key Details

• Voting Results: The arrangement resolution was approved by 94.54% of votes cast, exceeding the required two-thirds threshold.
• Transaction Structure: Predictive, through its wholly owned subsidiary 9548-5991 Quebec Inc., will acquire all issued and outstanding common shares of Robex.
• Exchange Ratio: Robex shareholders receive 7.862 fully paid ordinary shares in the capital of Predictive for each Robex share held.
• Ownership Stake: Robex shareholders will own approximately 46.5% of the combined company on a fully diluted in-the-money basis.
• Closing Conditions: The transaction is subject to final approval by the Superior Court of Quebec (commercial division), scheduled for January 13, 2026, as well as TSX Venture Exchange approval, local government consents, and other customary closing conditions.
• Expected Completion: Completion is expected in the first quarter of 2026.
• Strategic Rationale: The merger combines Robex's Kiniero project (which achieved its first gold pour on December 21, 2025) and Nampala project with Predictive's Bankan project to create a Tier 1 mining hub in Guinea.
• Production Targets: The combined company projects production of greater than 400,000 ounces annually by 2029.
• Financial Flexibility: The deal includes warrant proceeds to support Bankan development and near-term cash flow from Kiniero and Nampala.
• Market Positioning: The increased scale and multi-asset nature aim to position the combined company for potential inclusion in major indices such as the ASX 200 and GDXJ.
• Agreement History: The arrangement is governed by an agreement dated October 5, 2025, as amended on December 10, 2025.

Notable Quotes

• "This has been a defining 10 days for Robex. On Dec. 21, we achieved the first gold pour at Kiniero, and, today, Dec. 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." — Matthew Wilcox, Managing Director and CEO of Robex