Robex Resources Inc【RBX】株式ニュース

PDI & ROBEX MERGER COMPLETEDApril 16, 2026 3:00 PM
PR Newswire (Canada)

QUEBEC and SUBAICO, Australia, April 16, 2026 /CNW/ - Predictive Discovery Limited (ASX: PDI) ("PDI") and Robex Resources Inc. (ASX: RXR) (TSXV: RBX) ("Robex") are pleased to announce the successful completion of the merger between the companies, creating a leading West African gold production and development company, targeting production of more than 400,000 ounces of gold per annum by 2029.1

Effective as of 15 April 2026 (in Québec, Canada), PDI, through its wholly owned subsidiary 9548-5991 Québec Inc. ("Acquireco"), acquired all the issued and outstanding common shares in the capital of Robex ("Robex Shares") by way of a statutory plan of arrangement under the Business Corporations Act (Québec) (the "Transaction"). Pursuant to the Transaction, former holders of Robex Shares and Robex Chess Depositary Interests ("Robex CDIs") are entitled to receive 7.862 ordinary shares in the capital of PDI ("PDI Shares") for each Robex Share or Robex CDI held immediately prior to the effective time of the Transaction.On completion of the Transaction, PDI became a reporting issuer in each of the Provinces and Territories of Canada. PDI Shares are currently listed on the Australian Securities Exchange ("ASX") and PDI has received approval from the Toronto Stock Exchange ("TSX") for the listing of PDI Shares on the TSX. The PDI Shares issued to former holders of Robex Shares and Robex CDIs are expected to commence trading on the TSX on 20 April 2026 and on the ASX on 22 April 2026. Robex has applied to delist the Robex Shares from the TSX Venture Exchange ("TSXV") and Robex CDIs from the ASX. The delisting of the Robex Shares from the TSXV is expected to become effective on or about 17 April 2026. The Robex CDIs were delisted from the ASX on 15 April 2026. As soon as practicable following completion of the Transaction, PDI will apply for Robex to cease to be a reporting issuer under applicable Canadian securities laws.In order to receive their PDI Shares, former registered holders of Robex Shares (other than former holders of Robex CDIs) must deliver to Computershare Investor Services Inc. (the "Depositary") a duly completed and signed letter of transmittal (a "Letter of Transmittal") in respect of the Robex Shares held by such former holder, together with the applicable certificate(s) or direct registration system ("DRS") advice(s), if any, and such other documents or instruments as the Depositary may reasonably require (collectively, the "Transmittal Documents"). Upon receipt by the Depositary of such Transmittal Documents, the Depositary will deliver to such former registered holders, or make available for pick up at its offices, a DRS advice representing the PDI Shares that such former holder is entitled to receive as consideration under the Transaction. The Letter of Transmittal was delivered to registered holders of Robex Shares with the Robex Circular (as defined below) and is available under Robex's profile on SEDAR+. A Letter of Transmittal may also be obtained by contacting the Depositary. Former registered holders of Robex Shares who have not already completed and delivered their Transmittal Documents to the Depositary are encouraged to do so as soon as possible.1 2029 production based on Bankan Project 2029 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 PDI to ASX on 25 June 2025 in its announcement titled "Bankan DFS Confirms Outstanding Project Economics") and Kiniero Project 2029 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").Neither PDI nor Acquireco owned or controlled, directly or indirectly, any Robex Shares prior to the completion of the Transaction. Immediately following completion of the Transaction, PDI, through Acquireco, beneficially owns 276,433,803 Robex Shares, representing 100% of the issued and outstanding Robex Shares. In aggregate, PDI issued approximately 2,173,322,332 PDI Shares as consideration to former holders of Robex Shares and Robex CDIs pursuant to the Transaction, representing approximately A$2,021 million (or C$1,983 millioni) in aggregate and A$7.31 (or C$7.172) per Robex Share/Robex CDI based on the closing price of the PDI Shares on the ASX on 15 April 2026 (being A$0.93).For more information on the Transaction, see Robex's management information circular dated 11 November 2025, as amended and restated on 12 December 2025, and as supplemented by the addendum dated 12 December 2025 (the "Robex Circular") filed under Robex's profile on SEDAR+ at www.sedarplus.com. A copy of the early warning report of PDI in connection with its acquisition of the Robex Shares pursuant to the Transaction will be filed under Robex's SEDAR+ profile and can be obtained by contacting PDI as set out below.In connection with the Transaction, PDI advises that Ian Hobson has resigned as Company Secretary and Matthew Foy has been appointed Company Secretary.This joint ASX Announcement has been authorised for release by the PDI Board and the Robex Board.Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

For further information:

PDI Investor Enquiries PDI Media Enquiries (UK/Global) Andrew PardeyBobby Morse / George PopeCEO & Managing DirectorBurson Buchanan E: info@predictivediscovery.comE: predictive@buchanancomms.co.uk P: +61 8 9216 1000P: +44 (0)7802 875227 / +44 (0)7808 667035

PDI Media Enquiries (Australia)
Sam Macpherson / John Gardner
VECTOR Advisors
E: smacpherson@vectoradvisors.au / jgardner@vectoradvisors.au
P: +61 401 392 925 / +61 413 355 997

Robex Investor Enquiries Robex Media EnquiriesMatthew WilcoxNathan RyanCEO & Managing DirectorNWR CommunicationsE: investor@robexgold.comE: nathan.ryan@nwrcommunications.com.au
P: +61 420 582 887

2 Based on the Bank of Canada exchange rate on 14 April 2026 being AUD:CAD of 0.9813.ADVISORS AND COUNSELPDI has engaged BMO Capital Markets and SCP Resource Finance LP as financial advisors, Fasken Martineau DuMoulin LLP as Canadian legal advisor and Herbert Smith Freehills Kramer as Australian legal advisor. GenCap Mining Advisory has been engaged as financial advisor to the PDI Board.Robex has engaged Canaccord Genuity as financial advisor, Peloton Legal Pty Ltd as Australian legal advisor and Osler, Hoskin & Harcourt LLP as Canadian legal advisor. NOT AN OFFERThis announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities. No securities regulatory authority has approved or disapproved the contents of this announcement. The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, U.S. registration requirements.FORWARD-LOOKING STATEMENTSThis announcement contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the delisting and trading expectations and timing thereof, gold production of the combined company and expectations regarding exploration and development potential. Forward-looking statements are based on assumptions and expectations as at the date of this announcement and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially. Forward-looking statements are generally identified by words such as "will", "expect", "anticipate", "may", "could", "should", "plan", "estimate" and similar expressions.Although PDI and Robex believe that the expectations reflected in the forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements since no assurance can be provided that such expectations will prove to be correct. Forward-looking statements are based on information available at the time those statements are made and/or good faith belief of the officers and directors of PDI and 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 statements. Forward-looking statements involve numerous risks and uncertainties. Factors that could cause actual results to differ materially include, but are not limited to, commodity price fluctuations, foreign exchange movements and general economic conditions, geopolitical, social and regulatory risks, operating and cost risks, 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, changes to the legal and regulatory framework within which PDI and Robex operate or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation and other risks described in PDI's public disclosure documents filed on ASX and Robex's public disclosure documents filed on SEDAR+.Forward-looking statements speak only as of the date they are made. Except as required by applicable law, PDI and Robex undertake no obligation to update or revise any forward-looking statements contained in this announcement. All forward-looking statements contained in this announcement are expressly qualified in its entirety by the above cautionary statement.PRODUCTION TARGETSThis announcement refers to PDI and Robex having expected combined production of 400,000oz per annum by 2029. Further information regarding the individual production targets of each of PDI and Robex is set out below. PDIThe production targets in respect of the Bankan Project were released to ASX on 25 June 2025 in an announcement by PDI titled "Bankan DFS Confirms Outstanding Project Economics". PDI confirms that all the material assumptions underpinning the production targets in the previous announcement continue to apply and have not materially changed.RobexThe production targets in respect of Robex's Kiniero Project were released to ASX on 22 August 2025 in an announcement by Robex titled "Amendment to Kiniero Gold Project Technical Report". Robex confirms that all the material assumptions underpinning the production targets in the previous market announcement continue to apply and have not materially changed. Predictive Discovery Limited
Suite 8, 110 Hay Street,
Subiaco, WA 6008, AustraliaRobex Resources Inc.
Édifice Le Delta
2875, boulevard Laurier, bureau 1000
Québec, Québec G1V 2M2 Canada

SOURCE Robex Resources Inc.

Original: PDI & ROBEX MERGER COMPLETED

Robex Resources Inc. (TSX VENTURE:RBX)(FRANKFURT:RB4) (the "Company") is pleased
to announce that it has concluded a financing agreement of $ 14.8 million. This
funding will allow the construction of a gold-producing plant on the Nampala
site.

Equity financing

The first component involves a European group, (the "Cohen Family"), which is
investing $8,000,000. In consideration, the Company issued 80,000,000 units of
the Company (the "Units") at a price of $ 0.10 per unit for gross proceeds of $
8,000,000. Each unit consists of one common share of the Company (a "Common
Share") and one warrant to purchase shares of the Company (a "Warrant"). Each
warrant entitles the holder thereof the right to acquire, at any time before
October 29, 2017, one additional common share of the Company at a price of $
0.25. The common shares and warrants included in the Units, along with the
common shares underlying the warrants, are subject to a hold period of four
months plus one day. Following the closing, the Cohen Family will hold a stake
representing 30.9% of the Company. On this basis, the TSX Venture Exchange
considers that the placement of Units from the Cohen Family results in the
emergence of a dominant shareholder, which is why a part of the investment, 68
million Units ($6,800,000), will be escrowed until the approval of the
shareholders of the Company. The Company has scheduled a special meeting of
shareholders to be held on December 18, 2012. This investment will be used for
the construction of the gold-producing plant on the Nampala site and for working
capital. This financing is subject to final approval of the TSX Venture
Exchange.

Debt financing

The second component involves an agreement of $6,815,934, between Robex and
Imagri Inc. ("Imagri"), the main contractor in charge of constructing the mine.
Under the terms of this agreement, an amount of $ 1,000,334 is payable upon
signing of the contract. This invoice is issued in order to proceed with the
installation of the construction site and the purchase of various equipment. To
minimize the burden on the Company, Imagri has agreed to convert its debt into
shares of the Company. Thus, this debt was converted immediately into 8,000,000
shares, subject to the approval of the TSX-V. These shares are also subject to a
hold period of four months plus one day. The balance of $ 5,815,600 will be
repayable over 36 equal monthly payments at 10% annual interest, starting 1
February 1, 2013. This contract is for the earth work, concrete, structural,
piping and mechanical installation.

"It is with great enthusiasm that I decided to commit IMAGRI to undertake this
mining project. Our teams, the quality of their work and services, have the
ambition to liberate the potential of this beautiful site and make it an
achievement in its class, "said Mathias Thibieroz CEO of IMAGRI.

Andre Gagne, President and CEO, said: " Since receiving the final operating
licence from the Malian government in April 2012, the Robex team has hired key
personnel and worked tirelessly on the technical planning of the mine. It has
also collaborated with a number of finance providers in order to secure
necessary funding to get the project up and running. However, the political
situation in Mali has rendered the latter task extremely difficult, with banks
reluctant to extend project financing in the current environment. As such, Robex
believes that the securing of this $14,800,000 financing package is an important
milestone in the Company's development, as it marks the first stage of the
implementation of the Bank Feasibility Study ("BFS"). The Company has decided to
start gold production with a plant having a capacity of around 1,500 tonnes per
day ("t/d") and increase this, sequentially, notably through organic cash flows,
until the threshold of 6,000 t/d as envisioned in the BFS (approx. 50,000 oz Au
per annum) is reached quickly. The expansions are planned as soon as the
construction of the first phase is completed. If this were required, we believe
that being in production would open up access to debt financing required for
expansions. In addition, the possible exercise of warrants issued in this
financing is specifically designed to address those expansions. This would allow
Robex to accelerate further its planned production up to a threshold of around
13,000 t/d. We are very pleased to have found a long term partner of the calibre
of the Cohen Family, and its support provides a major boost for the Company and
its shareholders, enabling Robex to move from being an explorer to a producer of
gold in Mali. We are also very proud to partner with Imagri, with its extensive
experience in mine construction. Construction of the mine will begin on November
1, 2012. The completion of construction and commencement of gold production is
expected in the third quarter of 2013"

A representative of the Cohen Family said: "We conducted extensive due diligence
in Mali, including a visit at Nampala, and at Robex's head office in Quebec
City. These gave us all the satisfaction necessary in order to make the
investments required for the construction of the plant. It is with great
enthusiasm and great hope of success that we want to support Robex in its
current and future development."

About Imagri: IMAGRI is one of the leading companies in West Africa in the metal
construction field, mechanical engineering and industrial services to the mines.
With means of unique production in the region, a civil engineering department
and a consulting dedicated firm, Imagri realizes complete projects from the
design to the installation on site in the mining and industrial sectors.

www.robexgold.com

The TSX Venture Exchange or its Regulation Services Provider (as defined in the
policies of the TSX Venture Exchange) accepts no liability for the authenticity
or accuracy of this release.

This press release contains statements that may constitute "forward-looking
information" or "forward-looking statements" as set out within the context of
security law. This forward-looking information is subject to many risks and
uncertainties, some of which are beyond Robex Inc.'s ("Robex") control. The
actual results or conclusions may differ considerably from those that have been
set out, or intimated, in this forward-looking information. There are many
factors which may cause such disparity, especially the instability of metal
market prices, the results of fluctuations in foreign currency exchange rates or
in interest rates, poorly estimated reserves, environmental risks (stricter
regulations), unforeseen geological situations, unfavorable extraction
conditions, political risks brought on by mining in developing countries,
regulatory and governmental policy changes (laws and policies), failure to
obtain the requisite permits and approvals from government bodies, or any other
risk relating to mining and development. There is no guarantee that the
circumstances anticipated in this forward-looking information will occur, or if
they do occur, how they will benefit Robex. The forward-looking information is
based on the estimates and opinions of Robex's management at the time of the
publication of the information and Robex does not assume any obligation to make
public updates or modifications to any of the forward-looking statements,
whether as a result of new information, future events, or any other cause,
except if it is required by securities laws.

FOR FURTHER INFORMATION PLEASE CONTACT:
Investor Relations / information
Andre Gagne
President and CEO
418-527-5023
a.gagne@robexgold.com
Skype: andregagne11