Robex Resources Inc. has filed an addendum to its management information circular, originally dated November 11. This action follows the announcement made on December 10, and aims to inform shareholders about a newly established amending agreement with Predictive Discovery Limited and 9548-5991 Québec Inc. The amendment modifies a previous arrangement agreement dated October 5, involving the acquisition of all common shares of Robex by Acquireco, a wholly-owned subsidiary of Predictive Discovery.
The transaction will proceed under the statutory plan of arrangement as outlined in Chapter XVI, Division II of the Business Corporations Act (Québec). This plan is designed to benefit all stakeholders, and the addendum provides essential insights and updates to ensure shareholders are well-informed ahead of the upcoming vote.
Table of Contents:
Shareholder meeting details
Robex has confirmed that the record date for determining shareholders eligible to receive notices and vote at the forthcoming 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. Shareholders are encouraged to participate actively in the special meeting scheduled for December 30 at 8:00 a.m. Eastern Time.
Meeting adjustments and voting procedures
The meeting, initially planned for December 15, has been postponed to allow shareholders additional time to submit their proxies or voting instruction forms. This meeting will be conducted virtually, ensuring easy access and participation for shareholders without the need to travel.
To attend, shareholders must register online by December 22 at 5:00 p.m. Eastern Time. Registration links for both English and French versions of the meeting will serve as entry points for accessing the virtual platform.
Amended agreement highlights
The addendum also highlights the amended consideration that shareholders of Robex will receive as part of the transaction. Each Robex shareholder will now be entitled to receive 7.862 Predictive shares for every Robex share they hold. This adjustment has been deemed fair and beneficial for shareholders, aiming to foster a more robust combined entity.
Fairness opinions and financial outlook
To ensure the fairness of the amended consideration, Robex engaged Cormark Securities Inc. and Canaccord Genuity Corp. to evaluate the financial implications of the arrangement. Both firms provided updated fairness opinions confirming that the amended consideration meets financial fairness standards for Robex shareholders. The full text of these opinions is included in the addendum.
Following the completion of the transaction, the ownership distribution between existing Predictive shareholders and former Robex shareholders will be approximately 53.5% and 46.5%, respectively. This structure is designed to create a balanced and equitable ownership model for the newly formed entity.
Pro forma financial information
The addendum includes changes to the pro forma consolidated capitalization resulting from the amended agreement. The financials reflect the anticipated outcomes of the arrangement and provide shareholders with a clear picture of the combined company’s expected performance.
Robex has made efforts to ensure that the financial information is accurate and reflective of current market conditions. The pro forma financial statements illustrate the expected outcomes had the transaction been completed as of June 30, showcasing the potential benefits for all parties involved.
The transaction will proceed under the statutory plan of arrangement as outlined in Chapter XVI, Division II of the Business Corporations Act (Québec). This plan is designed to benefit all stakeholders, and the addendum provides essential insights and updates to ensure shareholders are well-informed ahead of the upcoming vote.0
