Robex Resources and Predictive Discovery have amended their arrangement agreement, reducing the exchange ratio and delaying the shareholder meeting to late December. Major shareholders have recommitted to support the deal, which awaits court approval.
- Exchange ratio lowered to 7.862 Predictive Shares per Robex Share
- Shareholder meeting postponed to between December 29 and 31, 2025
- Robex Board unanimously endorses amended arrangement as fair
- Major shareholders including Eglinton Mining and Cohen Group reaffirm support
- Arrangement subject to Quebec court approval and regulatory compliance
Background to the Arrangement
Robex Resources Inc., a West African gold producer, and Predictive Discovery Ltd have been progressing a significant corporate transaction since October 2025. The deal involves Predictive’s wholly owned subsidiary, Acquireco, acquiring all outstanding Robex shares in exchange for Predictive shares. This arrangement is structured under Quebec’s Business Corporations Act and requires shareholder and court approvals.
Key Amendment Details
On December 10, 2025, the parties executed a first amending agreement to their original arrangement agreement. The most notable change is a reduction in the exchange ratio from 8.667 to 7.862 Predictive Shares for each Robex Share. This adjustment effectively lowers the number of Predictive shares Robex shareholders will receive per share held.
Alongside this, the Robex Board, after receiving fairness opinions from Canaccord Genuity Inc. and Cormark Securities Inc., unanimously determined that the amended arrangement remains fair and in the best interests of Robex shareholders. Consequently, the Board has recommended that shareholders vote in favour of the revised deal.
Shareholder Meeting Postponement and Support
The shareholder meeting originally scheduled for December 15, 2025, has been postponed to a date between December 29 and 31, 2025. This delay allows for additional disclosure and communication of updated materials, including the fairness opinions, to shareholders.
Major shareholders, including Eglinton Mining and the Cohen Group, have entered into amended voting and support agreements, committing to vote their shares in favour of the arrangement. Several key Robex officers and directors have also reaffirmed their support through similar agreements.
Legal and Regulatory Framework
The arrangement is subject to approval by the Quebec Superior Court, which will review the fairness and procedural aspects of the deal. The parties intend to rely on the Section 3(a)(10) exemption under the U.S. Securities Act for the issuance and distribution of Predictive shares, facilitating regulatory compliance.
The amended agreement also clarifies procedures for dissenting shareholders, delivery of consideration, and handling of fractional shares, ensuring a smooth transition post-approval.
Implications and Outlook
The reduction in the exchange ratio may reflect updated valuations or market conditions since the original agreement. While the Robex Board and major shareholders support the amended terms, the deal remains subject to shareholder and court approval, with the possibility of competing proposals still a risk.
Investors should monitor the upcoming shareholder meeting and any further announcements regarding regulatory approvals or competing bids. The transaction, once completed, will consolidate Robex under Predictive, potentially reshaping the West African gold mining landscape.
Bottom Line?
With the shareholder vote postponed and terms adjusted, all eyes are on the final court approval and any rival bids that may emerge.
Questions in the middle?
- Will any superior acquisition proposals emerge before the shareholder meeting?
- How will the reduced exchange ratio affect minority shareholder value?
- What are the key risks highlighted in the fairness opinions and how might they impact the deal?