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Robex Information Addendum to Info Round in Connection With Modification to Association Settlement With Predictive Discovery

EditorialBy EditorialDecember 13, 2025No Comments16 Mins Read

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Robex Sources Inc. (“Robex” or the “Company”) (TSX-V: RBX, ASX: RXR) declares that, additional to the announcement on December 10, 2025, it has filed an addendum (the ” Addendum “) to the administration info round of the Company dated November 11, 2025 (the ” Round “). The Addendum offers sure info concerning the amending settlement (the ” Amending Settlement “) entered into between Robex, Predictive Discovery Restricted (” Predictive “) (ASX: PDI) and 9548-5991 Québec Inc. (” Acquireco “) to amend the beforehand introduced association settlement dated October 5, 2025 amongst Robex, Predictive and Acquireco (along with the Amending Settlement, the ” Association Settlement “), pursuant to which Acquireco, a direct wholly-owned subsidiary of Predictive, will purchase the entire issued and excellent frequent shares of Robex (” Robex Shares “) by means of a statutory plan of association (the ” Association “) beneath Chapter XVI Division II of the Enterprise Companies Act (Québec) (the ” Transaction “).

The document date for willpower of Robex Shareholders entitled to obtain discover and vote on the Assembly stays at 5:00 p.m. (Japanese Time) on November 3, 2025 (6:00 a.m. Australian Western Customary Time on November 4, 2025) (” Document Date “).

The Addendum is being despatched to holders of Robex Shares as on the Document Date (” Robex Shareholders “) in reference to the particular assembly (the ” Assembly “) of Robex Shareholders scheduled for December 30, 2025 at 8:00 a.m. (Japanese Time) (9:00 p.m. Australian Western Customary Time) for Robex Shareholders to contemplate and vote on a particular decision (the ” Association Decision “) to approve the Transaction. A replica of the Addendum has been filed on the Company’s SEDAR+ profile at www.sedarplus.ca .

Based mostly on the unanimous suggestion of the particular committee of impartial administrators of Robex (the ” Robex Particular Committee “), and after session with its exterior monetary and authorized advisors, the board of administrators of the Company (the ” Robex Board “) has unanimously decided that the Association is in one of the best pursuits of Robex, and that the Amended Consideration to be acquired by Robex Shareholders pursuant to the Transaction is truthful, from a monetary viewpoint, to the Robex Shareholders. Accordingly, THE ROBEX BOARD UNANIMOUSLY RECOMMENDS THAT ROBEX SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION AT THE MEETING.

Assembly Postponed to December 30, 2025

The Assembly, beforehand scheduled for December 15, 2025 at 8:00 a.m. (Japanese Time) (9:00 p.m. Australian Western Customary Time), has been postponed to December 30, 2025 at 8:00 a.m. (Japanese Time) (9:00 p.m. Australian Western Customary Time) to permit Robex Shareholders further time to deposit proxies or voting instruction types.

The Assembly shall be held nearly. To take part, Robex Shareholders should register on-line at www.icastpro.ca/q04g09 (English) or www.icastpro.ca/hzwy58 (French) by 5:00 p.m. (Japanese Time) on December 22, 2025 (6:00 a.m. Australian Western Customary Time on December 23, 2025). Robex Shareholders will have the ability to entry and take part within the Assembly utilizing the identical registration hyperlinks offered above, which can function the entry level to the Assembly.

Deadline to Deposit Proxies Prolonged

The type of proxy, voting instruction type (together with the CDI voting instruction type) and letter of transmittal that have been mailed to Robex Shareholders with the Round stay legitimate. No additional motion is required of Robex Shareholders who’ve already voted their Robex Shares if there isn’t a change to their vote. If in case you have not already submitted your type of proxy or voting instruction type otherwise you want to change your vote, please fastidiously evaluate the up to date directions beneath.

The deadline to deposit proxies has been prolonged to 5:00 p.m. (Japanese Time) on December 29, 2025 (6:00 a.m. Australian Western Customary Time on December 30, 2025) (the ” Revised Proxy Deadline “). To be legitimate, the proxy type have to be acquired by the Company’s switch agent, Computershare Investor Companies Inc. by Web, phone or mail at their Toronto workplace, 320 Bay St., 14th Flooring, Toronto, Ontario, M5H 4A6 no later than the Revised Proxy Deadline.

The deadline to submit CDI voting instruction types has additionally been prolonged. CDI voting instruction type should now be acquired by the Company’s CDI register, Computershare Investor Companies Pty Restricted by Web at www.investorvote.com.au , by submit to GPO Field 242, Melbourne, Victoria, 3001, Australia or by fax to 1800 783 447 (inside Australia) or +61 3 9473 2555 (exterior Australia), no later than by 5:00 p.m. (Japanese Time) on December 28, 2025 (6:00 a.m. Australian Western Customary Time on December 29, 2025) (the ” Revised CDI VIF Deadline “), and CDI Holders are inspired to submit their CDI voting instruction types as quickly as attainable to make sure their directions are carried out.

Useful Robex Shareholders should submit their voting instruction type to their middleman prematurely to make sure their middleman can vote by the cut-off. The chair of the Assembly could waive or lengthen the proxy cut-off with out discover.

Addendum to Info Round

The data contained within the Addendum dietary supplements the data contained within the Round to supply Robex Shareholders with enough info in regards to the Amending Settlement, with a purpose to allow Robex Shareholders to type a reasoned judgment regarding voting their Robex Shares in respect of the Association Decision. The Addendum ought to be learn at the side of the Round.

Underneath the Amending Settlement, Robex Shareholders will now obtain 7.862 absolutely paid bizarre shares within the capital of Predictive (” Predictive Shares “) for every Robex Share held (the ” Amended Consideration ” or the ” Amended Trade Ratio “). Following completion of the Transaction, present Predictive shareholders and former Robex Shareholders will personal roughly 53.5% and 46.5% , respectively, of the mixed firm on a totally diluted in-the-money foundation

Second Equity Opinions

Every of Cormark Securities Inc. (” Cormark “) and Canaccord Genuity Corp. (” Canaccord “) have been engaged to guage the equity, from a monetary viewpoint, of the Amended Consideration to be acquired by Robex Shareholders pursuant to the Association. Cormark offered an up to date equity opinion to the Particular Committee (the ” Second Cormark Equity Opinion “) to the impact that, as of the date of such Second Cormark Equity Opinion, and topic to the assumptions, limitations and {qualifications} set out therein, the Amended Consideration to be acquired by the Robex Shareholders pursuant to the Association, is truthful, from a monetary viewpoint, to the Robex Shareholders. Moreover, Canaccord offered an up to date equity opinion to the Robex Board (the ” Second Canaccord Equity Opinion ” and collectively, the ” Second Equity Opinions “) to the impact that, as of the date of such Second Canaccord Equity Opinion, and topic to the assumptions, limitations and {qualifications} set out therein, the Amended Consideration to be acquired by the Robex Shareholders pursuant to the Association, is truthful, from a monetary viewpoint, to the Robex Shareholders.

The complete textual content of the Second Equity Opinions is hooked up as Exhibit A to the Addendum.

Professional Forma Capitalization

On account of the Amended Consideration, sure professional forma info offered within the Round has modified.
The next desk units forth the professional forma consolidated capitalization of the Robex and Predictive (the ” Mixed Firm “) utilizing the Amended Trade Ratio, after giving impact to the Association as of June 30, 2025.

Securities (1) Professional Forma After Giving Impact to the Association (A$) (2)(3)
4,793,405,455 1,251,722,072


Notes:

  1. As of June 30, 2025, after giving impact to the Association, there shall be: 98,275,000 Predictive Warrants consisting of 98,275,000 Robex Warrants from and after the Efficient Time, as adjusted by the Amended Trade Ratio, 90,395,140 Predictive Choices consisting of a mixture of (i) 37,562,500 Predictive Choices, and (ii) 52,832,640 Robex Choices from and after the Efficient Time, as adjusted by the Amended Trade Ratio; 76,750,000 Predictive PRs; and 40,489,300 Predictive PSUs consisting of 40,489,300 Robex PSUs from and after the Efficient Time, as adjusted by the Amended Trade Ratio. Assumes that excellent Robex DSUs shall be settled in money quite than for an mixture of three,931,000 Predictive Shares; nevertheless, such willpower shall be made by Predictive previous to the Efficient Time.
  2. The professional forma capitalization of the Mixed Firm assumes that the accelerated expiry of Robex’s listed frequent share buy warrants was accomplished as of June 30, 2025.
  3. Based mostly on the unaudited professional forma monetary info following the completion of the Association included in Exhibit B to the Addendum, accrued losses at June 30, 2025 on a consolidated foundation totaled A$125,407,956.

Totally Diluted Share Capital

The next desk units forth the anticipated quantity and proportion of securities of the Mixed Firm anticipated to be excellent on a totally diluted foundation after giving impact to the Association. The data within the desk beneath is predicated on info obtainable to every of Robex and Predictive as at December 12, 2025.

Quantity Share
Predictive Shares 4,793,405,455 94 %
Predictive Warrants 98,275,000 2 %
Predictive Choices 80,634,723 2 %
Predictive PSUs 40,489,300 1 %
Predictive PRs 73,680,000 1 %
Complete (on a totally diluted foundation) 1 5,086,484,478 100.00 %

Unaudited Professional Forma Monetary Info

The unaudited professional forma consolidated monetary info of the Mixed Firm giving impact to the Association and the accompanying notes have been up to date to mirror the Amended Consideration and are included as Exhibit B to the Addendum.

The unaudited professional forma monetary info has been ready in a way per Predictive’s and Robex’s respective accounting insurance policies as utilized and disclosed within the Predictive Monetary Statements, the Robex Monetary Statements, and the condensed interim monetary statements of Predictive for the interval ended December 31, 2024 and the condensed interim monetary statements of Robex for the interval ended June 30, 2025.

The unaudited professional forma consolidated assertion of economic place as at June 30, 2025 offers impact to the Association as if the transaction had closed on June 30, 2025. The unaudited professional forma consolidated statements of revenue or loss and different complete earnings for the twelve months ended June 30, 2025 give impact to the Association as if the transaction had closed on July 1, 2024. The unaudited professional forma monetary info is predicated on the respective historic consolidated monetary statements of Predictive and Robex.

The unaudited professional forma monetary info and changes, together with the allocation of the acquisition value, are based mostly upon preliminary estimates of truthful values of belongings acquired and liabilities assumed, present obtainable info and sure assumptions that Predictive believes are affordable within the circumstances, as described within the notes to the unaudited professional forma monetary info.

The unaudited professional forma monetary info is offered for illustrative functions solely and isn’t meant to be indicative of the outcomes that might even have occurred, or the outcomes anticipated in future intervals, had the occasions mirrored herein occurred on the dates indicated. The precise monetary place and outcomes of operations of the Mixed Firm following completion of the Association could differ considerably from the professional forma quantities mirrored within the unaudited professional forma monetary info on account of quite a lot of elements.

Principal Securityholders

To one of the best of the information of the administrators and officers of every of Robex and Predictive, upon completion of the Association, the next individuals or firms will beneficially personal, straight or not directly, or train management or course over, Predictive Shares carrying greater than 10% of the voting rights hooked up to the Predictive Shares:

Title of Predictive Shareholder and Municipality of Residence Variety of Predictive Shares % of Complete Excellent Predictive Shares
BlackRock, Inc.
New York
676,349,071 14.1%

Safety Holdings of Administrators and Officers

After giving impact to the Association, it’s anticipated that the administrators and government officers of the Mixed Firm as a bunch will beneficially personal or management or direct, straight or not directly, roughly a complete of twenty-two,207,062 Predictive Shares, representing 0.46% of the excellent Predictive Shares.

Restated Info Round

Robex additionally declares that it has filed an amended and restated Round (the ” Restated Round “) to connect the unaudited professional forma assertion of economic place as at June, 30 2025 and the unaudited professional forma assertion of revenue or loss for the 12 months ended June 30, 2025 for the Mixed Firm (the ” Professional Forma Statements “) to the Unaudited Professional Forma Monetary Info appended as Appendix Ok to the Restated Round. The Professional Forma Statements have been inadvertently omitted from the preliminary submitting of the Round. A replica of the Restated Round is obtainable for viewing beneath the Company’s profile on SEDAR+ at www.sedarplus.ca .

Shareholder Questions and Voting Help

Robex Shareholders who’ve questions concerning the info contained on this press launch or require help with voting their shares, could 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)
Worldwide: 1-416-304-0211 (for Shareholders exterior North America)
By E-mail: help@laurelhill.com

Robex has engaged Canaccord Genuity as monetary advisor, Peloton Authorized Pty Ltd as Australian authorized advisor, Osler, Hoskin & Harcourt LLP as Canadian authorized advisor. Cormark Securities Inc. has been engaged as monetary advisor to the Robex Particular Committee.

This announcement was accepted by the Managing Director.

Neither the TSX Enterprise Trade nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Trade) accepts accountability for the adequacy or accuracy of this launch.

Robex Sources Inc.
Matthew Wilcox, Managing Director and Chief Government Officer
Alain William, Chief Monetary Officer
E-mail: investor@robexgold.com

Traders and Media:
Michael Vaughan, Fivemark Companions
Cellphone: +61 422 602 720
E-mail: michael.vaughan@fivemark.com.au

ABOUT Robex Sources Inc.

Robex Sources is a Canadian gold mining firm listed on the TSX-V and ASX, and headquartered in Quebec, Canada. Robex’s materials properties encompass the Nampala Venture in Mali and the Kiniero Venture in Guinea.

Not an Provide

No securities regulatory authority has both accepted or disapproved of the contents of this information launch. This information launch shall not represent a suggestion to promote or the solicitation of a suggestion to purchase nor shall there be any sale of the securities in the USA or any jurisdiction wherein such provide, solicitation or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. The securities being provided haven’t been registered beneath the U.S. Securities Act of 1933, as amended, and such securities might not be provided or offered inside the USA or to, or for the account or advantage of, U.S. individuals absent registration or an relevant exemption from U.S. registration necessities and relevant U.S. state securities legal guidelines.

Ahead-looking Statements

This announcement incorporates sure forward-looking info and forward-looking statements throughout the that means of relevant securities laws (collectively ” Ahead-looking Info “). These embody statements concerning future outlook and anticipated occasions, such because the consummation and timing of the Transaction and the satisfaction of the closing circumstances beneath the Association Settlement; the timing of the Assembly and of the Revised Proxy Deadline and Revised CDI VIF Deadline; the submitting and supply of the Addendum, press launch and every other ancillary supplies; professional forma possession of the Mixed Firm; and future plans, projections, goals, estimates and forecasts and the timing associated thereto. All statements, aside from statements of historic reality, that tackle circumstances, occasions, actions or developments that might or could or will happen are Ahead-looking Info. Ahead-looking Info is usually recognized by means of phrases like “will”, “create”, “improve”, “enhance”, “potential”, “count on”, “upside”, “progress”, “estimate”, “anticipate” and related expressions and phrases or statements that sure actions, occasions or outcomes “could”, “might”, or “ought to”, or the unfavorable or grammatical variations of such phrases, are meant to establish Ahead-looking Info. Though Robex believes that the expectations mirrored within the Ahead-looking Info are affordable, undue reliance shouldn’t be positioned on Ahead- wanting Info since no assurance will be offered that such expectations will show to be right. Ahead-looking Info is predicated on info obtainable on the time these statements are made and/or good religion perception of the officers and administrators of Robex as of that point with respect to future occasions and are topic to dangers and uncertainties that might trigger precise outcomes to vary materially from these expressed in or prompt by the Ahead-looking Info. Ahead-looking Info entails quite a few dangers and uncertainties. Such elements could embody, however will not be restricted to, dangers associated to the closing of the Association, modifications in commodity costs, overseas alternate fluctuations and common financial circumstances, elevated prices and demand for manufacturing inputs, the speculative nature of exploration and venture growth, together with the dangers of acquiring obligatory approvals, licenses and permits and diminishing portions or grades of reserves, political and social dangers (together with, however not restricted to, in Guinea, Ivory Coast, Mali and West Africa extra broadly), modifications to the authorized and regulatory framework inside which Robex operates or could sooner or later function, environmental circumstances together with excessive climate circumstances, recruitment and retention of personnel, industrial relations points and litigation, in addition to the dangers recognized within the part titled “Threat Components” in Robex’s most not too long ago filed Annual Info Kind which is obtainable on SEDAR+ at www.sedarplus.ca. Ahead-looking Info is designed to assist readers perceive Robex’ views as of that point with respect to future occasions and communicate solely as of the date they’re made. Besides as required by relevant legislation, Robex assumes no obligation to replace or to publicly announce the outcomes of any change to any Ahead-looking Info contained or included by reference herein to mirror precise outcomes, future occasions or developments, modifications in assumptions or modifications in different elements affecting the Ahead-looking Info. If Robex updates any Ahead-looking Info, no inference ought to be drawn that Robex will make further updates with respect to such or different Ahead-looking Info. All Ahead-Wanting Info contained on this announcement is expressly certified in its entirety by this cautionary assertion.

_____________________
1 Assumes that excellent Robex DSUs shall be settled in money quite than for an mixture of three,931,000 Predictive Shares; nevertheless, such willpower shall be made by Predictive previous to the Efficient Time.

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