Robex Resources Inc. (TSX-V: RBX, ASX: RXR), a company focused on gold mining, has provided significant updates concerning its arrangement agreement with Predictive Discovery Limited (ASX: PDI). Following the company’s initial announcement on December 10, an addendum to the information circular dated November 11 has been filed. This document details amendments made to the previously established agreement from October 5, which involves Predictive Discovery, Robex, and its wholly-owned subsidiary, 9548-5991 Québec Inc.
The transaction allows Acquireco to acquire all issued shares of Robex through a statutory plan of arrangement, governed by the Business Corporations Act of Québec.
The official record date for determining which Robex shareholders are eligible to receive notifications and participate in the upcoming meeting is set for 5:00 p.m. Eastern Time on November 3. This corresponds to 6:00 a.m. on November 4 in Australian Western Standard Time.
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Details of the upcoming shareholder meeting
In connection with these developments, a special meeting is scheduled for December 30 at 8:00 a.m. Eastern Time, which corresponds to 9:00 p.m. Australian Western Standard Time. This gathering will allow Robex shareholders to discuss and vote on a crucial resolution regarding the arrangement. A copy of the addendum is available through the Corporation’s SEDAR+ profile for review.
Postponement of the meeting
Originally set for December 15, the meeting has been postponed to provide shareholders with additional time to submit their proxies or voting instructions. This virtual meeting requires online registration for participation. Shareholders must register by December 22 at 5:00 p.m. Eastern Time to gain access to the meeting.
The deadline for submitting proxies, essential for casting votes, has also been extended to December 29 at 5:00 p.m. Eastern Time. The proxy forms already sent to shareholders remain valid, and no further action is needed from those who have already voted unless they wish to amend their decisions.
Financial assessment and fairness opinions
In light of the recent changes, the board of directors at Robex, having consulted with independent financial advisors, has unanimously concluded that the amended transaction is in the best interest of shareholders. The Robex Special Committee has confirmed that the consideration to be received by shareholders is financially fair. Therefore, the board strongly encourages shareholders to vote in favor of the arrangement resolution.
To ensure transparency, Cormark Securities Inc. and Canaccord Genuity Corp. have provided updated fairness opinions regarding the financial aspects of the amended consideration. These opinions affirm that the presented terms are fair for Robex shareholders. The complete texts of these fairness opinions are included in the addendum.
Revised capitalization structure
Moreover, the addendum outlines changes to the pro forma capitalization of the combined entity, incorporating the amended exchange ratio of 7.862 Predictive shares for each Robex share. After the transaction concludes, ownership will be approximately 53.5% for existing Predictive shareholders and 46.5% for former Robex shareholders, based on a fully diluted basis.
The pro forma financial documentation, including an overview of the new consolidated capital structure, is now updated to reflect these developments. For a comprehensive understanding, shareholders are encouraged to review the unaudited pro forma financial statements attached to the addendum.
Important notes for shareholders
Shareholders with inquiries regarding the information outlined in this announcement or those needing assistance with the voting process should reach out to Robex’s proxy solicitation agent. The Laurel Hill Advisory Group is available for support via phone or email.
The official record date for determining which Robex shareholders are eligible to receive notifications and participate in the upcoming meeting is set for 5:00 p.m. Eastern Time on November 3. This corresponds to 6:00 a.m. on November 4 in Australian Western Standard Time.0
