Predictive Discovery & Robex Announce Merger of Equals

Core Points - Predictive Discovery Limited (PDI) and Robex Resources Inc. have entered into a definitive agreement for a merger of equals, where PDI will acquire all issued and outstanding Robex shares [2][3] - The combined company will remain listed on the Australian Securities Exchange (ASX) and will apply for a listing on the TSX Venture Exchange (TSX-V) [2] Transaction Details - Under the agreement, Robex shareholders will receive 8.667 PDI shares for each Robex share held [4] - PDI expects to issue approximately 2,115 million PDI shares to Robex shareholders, with the potential for an additional 497 million shares based on the conversion of Robex's convertible securities [5] - The combined company will have an estimated market capitalization of A$2,350 million (C$2,168 million) on a fully diluted basis [5] 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 [6] - The combined mineral resources are approximately 9.5 million ounces of gold, with ore reserves of about 4.5 million ounces [6] - The transaction is expected to enhance economic growth in Guinea and strengthen local partnerships [6] Management and Leadership - The combined company will be led by Andrew Pardey as Non-Executive Chairman and Matthew Wilcox as CEO and Managing Director [7][10] - The management team is noted for its proven track record in developing and operating mining projects in Africa [11] Production and Development - PDI's Bankan Project in Guinea is expected to produce approximately 250,000 ounces per annum over 12 years, while Robex's Kiniero Project is on track for first gold production in December 2025, with an average production of 139,000 ounces per annum over 9 years [8][9] - The merger will leverage cash flows from Robex's Kiniero Project to fund the development of PDI's Bankan Project [11] Voting Support and Approvals - Key shareholders of Robex, owning approximately 25.5% of shares, have entered into voting support agreements in favor of the transaction [16][17] - The transaction requires approval from the Superior Court of Québec and at least 66⅔% of Robex shareholders at a special meeting [12] Fairness Opinions - Fairness opinions have been provided to the Robex Board, indicating that the transaction consideration is fair from a financial perspective [20][21] Advisors - PDI has engaged BMO Capital Markets and SCP Resource Finance LP as financial advisors, while Robex has engaged Canaccord Genuity as its financial advisor [23][24]