Why Robex Resources Cut Its Exchange Ratio in Predictive Discovery Deal
Robex Resources has amended its acquisition agreement with Predictive Discovery, lowering the exchange ratio and postponing the shareholder meeting to December 30, 2025. The Robex Board unanimously recommends approval, supported by updated fairness opinions.
- Amended exchange ratio, 7.862 Predictive shares per Robex share
- Special shareholder meeting postponed to December 30, 2025
- Unanimous Robex Board recommendation to approve the arrangement
- Fairness opinions from Cormark Securities and Canaccord Genuity confirm financial fairness
- Pro forma financials show combined company with significant West African gold assets
Background and Amendment Details
Robex Resources Inc. has announced an amendment to its previously disclosed arrangement agreement with Predictive Discovery Limited and its wholly owned subsidiary, Acquireco. The amendment adjusts the exchange ratio for Robex shareholders, who will now receive 7.862 fully paid ordinary shares of Predictive for each Robex share held, down from the original 8.667 ratio. This change follows a competing offer received by Predictive, which was subsequently deemed no longer superior after the amendment.
The special meeting of Robex shareholders to approve the arrangement has been rescheduled from December 15 to December 30, 2025, with proxy voting deadlines extended accordingly. The Board of Robex, including a special committee of independent directors, unanimously recommends shareholders vote in favor of the amended arrangement resolution.
Strategic Rationale and Combined Company Profile
The transaction will create one of West Africa’s leading gold producers by combining Robex’s Kiniero and Nampala projects with Predictive’s Bankan project. Together, these assets represent a projected annual gold production exceeding 400,000 ounces by 2029 and combined mineral resources of approximately 9.5 million ounces. The merger is expected to deliver operational synergies through geographic proximity, enhanced financial flexibility, and a strengthened market profile that could facilitate inclusion in major indices such as the ASX 200 and GDXJ.
Leadership continuity and expertise are highlighted as key strengths, with a management team experienced in dual-listed company operations and in-country execution. The combined entity aims to leverage its scale and multi-asset portfolio to drive a potential re-rating of its share price.
Financial Fairness and Pro Forma Impact
Independent financial advisors Cormark Securities Inc. and Canaccord Genuity Corp. have each provided updated fairness opinions confirming that the amended consideration is fair from a financial perspective to Robex shareholders. These opinions, delivered on December 10, 2025, underpin the Board’s recommendation.
Unaudited pro forma financial statements as of June 30, 2025, illustrate the combined company’s consolidated position, reflecting the adjusted exchange ratio and the elimination of Robex’s historical equity balances. The pro forma statements incorporate the fair value adjustments of assets and liabilities, primarily related to property, plant, and mineral interests, and show a combined equity base exceeding AUD 1.25 billion.
Next Steps and Shareholder Considerations
Shareholders are urged to carefully review the addendum to the management information circular, which provides detailed information on the amended agreement, fairness opinions, and pro forma financials. The right to dissent is preserved for registered shareholders under Quebec corporate law, with specific procedures outlined for exercising this right.
Proxy voting remains open until December 29, 2025, with the virtual special meeting scheduled for December 30. The Board’s unanimous support and the comprehensive advisory process suggest a strong likelihood of shareholder approval, though the market will watch closely for any further competing offers or regulatory developments.
Bottom Line?
As Robex shareholders prepare to vote on the amended deal, the combined entity’s future hinges on final approval and market reception to this strategic consolidation.
Questions in the middle?
- Will any new competing offers emerge before the shareholder vote?
- How will the market value the combined company post-merger?
- What are the integration risks and timelines for the combined West African gold assets?