Predictive Discovery & Robex Announce Merger of Equals

Core Viewpoint - Predictive Discovery Limited (PDI) and Robex Resources Inc. have announced a merger of equals, where PDI will acquire all outstanding shares of Robex, creating a combined company focused on gold production in West Africa [2][3]. Transaction Highlights - The merger will be executed through a statutory plan of arrangement under the Business Corporations Act (Quebec) [3]. - Robex shareholders will receive 8.667 PDI Shares for each Robex Share held [4]. - Approximately 2,115 million PDI Shares are expected to be issued to Robex shareholders, with an additional potential issuance of 497 million shares from convertible securities [5]. - Post-transaction, existing PDI shareholders will own approximately 51% and former Robex shareholders will own about 49% of the combined company [6]. Strategic Rationale - The merger aims to create West Africa's next mid-tier gold producer, with combined production expected to exceed 400,000 ounces per annum by 2029 [7]. - The combined company will have approximately 9.5 million ounces of gold in Mineral Resources and 4.5 million ounces in Ore Reserves, with significant exploration potential [7]. - The merger is expected to enhance economic growth in Guinea and strengthen local partnerships [7]. - Development funding for PDI's Bankan project will be de-risked by leveraging cash flows from Robex's Kiniero project [7]. Management and Leadership - The combined leadership team will be led by Andrew Pardey as Non-Executive Chairman and Matthew Wilcox as CEO and Managing Director [7][9]. - The management team possesses a proven track record in developing and operating mining projects in Africa [12]. Financial and Operational Advantages - The merger is expected to enhance the capital markets profile of the combined company, potentially leading to a share price re-rate [12]. - The proximity of the Bankan and Kiniero projects creates a tier-1 mining hub, allowing for coordinated development and exploration strategies [12]. Voting Support and Approvals - Key shareholders of Robex, owning approximately 25.5% of shares, have entered into voting support agreements in favor of the merger [18][19]. - The transaction requires approval from the Superior Court of Québec and a two-thirds majority from Robex shareholders [14]. Fairness Opinions - Fairness opinions have been provided to the Robex Board, confirming that the transaction consideration is fair from a financial perspective [23]. Advisors - PDI has engaged multiple financial and legal advisors for the transaction, including BMO Capital Markets and Fasken Martineau DuMoulin LLP [25]. - Robex has also appointed financial and legal advisors, including Canaccord Genuity and Peloton Legal Pty Ltd [26]. Conclusion - The merger between PDI and Robex represents a significant strategic move in the gold mining sector in West Africa, aiming to create a more competitive and resource-rich entity poised for growth and development in the region [11][12].