Robex Files Addendum to Information Circular in Connection With Amendment to Arrangement Agreement With Predictive Discovery

Executive Summary

• Robex Resources Inc. has filed an addendum to its management information circular regarding the proposed statutory plan of arrangement with Predictive Discovery Limited (Predictive) and its subsidiary Acquireco.
• The transaction involves Acquireco acquiring all issued and outstanding common shares of Robex. The meeting to vote on this arrangement has been postponed from December 15, 2025, to December 30, 2025, to allow shareholders additional time to deposit proxies.
• The exchange ratio has been amended: Robex shareholders will now receive 7.862 fully paid ordinary shares in Predictive for each Robex share held. Following the transaction, former Robex shareholders are expected to own approximately 46.5% of the combined company, while existing Predictive shareholders will own approximately 53.5%.

Key Details

• Transaction Structure: Statutory plan of arrangement under Chapter XVI – Division II of the Business Corporations Act (Québec). Acquireco (wholly-owned subsidiary of Predictive) acquires all Robex Shares.
• Amended Consideration: Robex shareholders receive 7.862 Predictive Shares for each Robex Share (the "Amended Exchange Ratio").
• Post-Transaction Ownership:
  • Predictive Shareholders: ~53.5% of the combined company (fully diluted, in-the-money basis).
  • Former Robex Shareholders: ~46.5% of the combined company.
• Meeting Schedule:
  • New Date: December 30, 2025, at 8:00 a.m. Eastern Time (9:00 p.m. Australian Western Standard Time).
  • Format: Virtual.
  • Registration Deadline: December 22, 2025, at 5:00 p.m. Eastern Time.
• Proxy Deadlines:
  • Revised Proxy Deadline: December 29, 2025, at 5:00 p.m. Eastern Time.
  • Revised CDI VIF Deadline: December 28, 2025, at 5:00 p.m. Eastern Time.
• Fairness Opinions:
  • Cormark Securities Inc. and Canaccord Genuity Corp. have both provided updated "Second Fairness Opinions" stating that the Amended Consideration is fair, from a financial point of view, to Robex shareholders.
• Pro Forma Capitalization (as of June 30, 2025):
  • Total Pro Forma Securities: 4,793,405,455 Predictive Shares (representing A$1,251,722,072).
  • Warrants: 98,275,000 Predictive Warrants (adjusted from Robex Warrants).
  • Options: 80,634,723 Predictive Options (combination of existing Predictive options and adjusted Robex options).
  • PSUs: 40,489,300 Predictive PSUs (adjusted from Robex PSUs).
  • PRs: 76,750,000 Predictive PRs.
  • DSUs: Outstanding Robex DSUs assumed to be settled in cash rather than for 3,931,000 Predictive Shares.
• Unaudited Pro Forma Financials:
  • Accumulated losses at June 30, 2025, on a consolidated basis totaled A$125,407,956.
  • Pro forma statements of financial position and profit/loss are included in Exhibit B of the Addendum.
• Principal Securityholders:
  • BlackRock, Inc. is expected to hold 676,349,071 Predictive Shares (14.1% of total outstanding) post-transaction.
  • Directors and Officers of the Combined Company are expected to hold approximately 22,207,062 Predictive Shares (0.46%).
• Administrative Correction: Robex filed a "Restated Circular" to attach previously omitted unaudited pro forma statements of financial position and profit/loss.

Notable Quotes

• "Based on the unanimous recommendation of the special committee of independent directors of Robex... the board of directors of the Corporation... 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."