NOT FOR DISTRIBUTION TO
All currency amounts in this news release are stated in Canadian dollars, unless otherwise indicated.
1. HIGHLIGHTS
This strategic plan includes: (i) an equity financing of $ 55 million, on a “best efforts” agency basis, including an over-allotment option of 15%; (ii) an extension of the Company’s US$ 35 million bridge loan with Taurus Mining Finance Fund No. 2, L.P. (“Taurus”) to
All elements of the strategic plan are subject to the completion of a successful equity financing. See the “Equity Financing of $ 55 million” section of this release.
Following and conditional upon the successful closing of the planned equity financing,
2. STRATEGIC PLAN SUBJECT TO SUCCESSFUL EQUITY FINANCING
- Equity Financing of $ 55 million
- Robex announced today a planned equity financing of $ 55 million, on a “best efforts” agency basis, including an over-allotment option of 15%. The equity financing is subject to, among other things, the approval of the
TSX Venture Exchange (the “TSXV”). - The Company intends to use all the net proceeds from the equity financing, for the development of the
Kiniero Project , including: (i) continuing the development of the early works programs and procurement of the long lead items; (ii) partial payment to Taurus of US$ 15 million under the US$ 35 million bridge loan facility, as amended (see below under “Taurus Bridge Facility Extended toApril 2025 ”); (iii) infilling the Mansounia project and other exploration expenditures; (iv) funding the Kiniero updated feasibility study to include the Mansounia property and further pit and process optimization; and (v) general and administrative as well as working capital. - The planned equity financing will be subject to definitive agreements in respect of the Bridge Facility Extension (as defined below) being executed prior to closing of the planned equity financing.
- Further details regarding the terms of the equity financing are provided in the Company’s news release dated as of the date hereof, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.robexgold.com.
- Robex announced today a planned equity financing of $ 55 million, on a “best efforts” agency basis, including an over-allotment option of 15%. The equity financing is subject to, among other things, the approval of the
- Extension of Taurus Bridge Facility
- Robex and Taurus have agreed in principle to extend the current
US$ 35 million bridge facility toApril 22, 2025 (the “Bridge Facility Extension”). The definitive agreements are expected to be signed on or beforeJune 21, 2024 , the current terms remain subject to the approval of the TSXV. The key terms of the extension are expected to be:- Maturity: Extended by 10 months to
April 22, 2025 (fromJune 21 , 2024); - Facility Amount: Reduced to
US$ 20 million fromUS$ 35 million ; - Extension fee of 0.75%;
- Waiver fee of 1.00%;
- Interest rate 10% per annum (unchanged);
- Royalty of 0.25% uncapped (from cap of 1.5Moz), including buy-back mechanism subject to specific conditions;
- Security, covenants, permitted indebtedness and other conditions remain unchanged;
- Extension of the existing 2.25 million common shares purchase warrants of 4 years from the bridge facility extension; and
- Issuance of 3.5 million new common share purchase warrants at terms to be discussed and approved by the TSXV.
- Maturity: Extended by 10 months to
- The equity financing described herein (and in the Company’s second news release dated as of the date hereof) will provide Robex with sufficient liquidity to meet its short-term obligations under the Bridge Facility Extension. No assurances can be made, in the absence of another successful financing, that Robex will have sufficient funds to repay Taurus in full prior to the maturity date of the Bridge Facility Extension.
- Robex and Taurus have agreed in principle to extend the current
- Appointment of
Matthew Wilcox as CEO and MD- Appointment of
Matthew Wilcox as Chief Executive Officer and Managing Director as well as Director. - Aurélien Bonneviot will step down as Chief Executive Officer and Director, but will remain with Robex as General Manager Strategy and Business Development, overseeing the transition and the growth strategy.
- Appointment of
- New Board to be Led by
James Askew (Chairman)- The Board will be reduced to six members and consist of
James Askew (Chairman of the Board),John Dorward ,Howard Golden , Thomas Lagrée andGérard de Hert , all Non-Executive Directors, andMatthew Wilcox , Managing Director (collectively, the “New Directors”). - The following directors will resign from the Board effective upon the successful closing of the equity financing:
Richard R. Faucher ,Claude Goulet , Aurélien Bonneviot,Matthew Sharples ,Georges Cohen ,Benjamin Cohen andJulien Cohen (collectively, the “Retiring Directors”) and the New Directors, to the extent not already directors, will be appointed as directors effective as of such date. - In addition, provided that the equity financing has been completed, the New Directors will stand for election at the Company’s upcoming annual meeting of shareholders to be held on
June 27 th, 2024 (the “Meeting”), as described in the Company’s management information circular datedMay 17, 2024 (the “Circular”). Each director that is elected holds office until the next annual meeting of shareholders or until their successor is elected or appointed.
- The Board will be reduced to six members and consist of
- Disinvestment of Malian Assets
- After a strategic review process encompassing multiple parties, Robex is in discussions with a private West-African based company to acquire of all the Company’s assets in
Mali , including theNampala mine. The potential purchaser is an experienced company operating a mine inMali . - The contemplated transaction structure would be a deferred payment mechanism from closing. The transaction is subject to confirmatory due diligence, approval of the TSXV and customary conditions for this type of transaction, including obtaining all necessary corporate, shareholder and regulatory approvals.
- Rationale of the
Mali transaction is to focus on the development of the Company’s Kiniero flagship asset inGuinea . - Readers are cautioned that there is no certainty, nor can the Company provide any assurance, that a definitive agreement will be reached and that the conditions to closing of the sale of the Malian assets will be satisfied or, if satisfied, when they will be satisfied.
- After a strategic review process encompassing multiple parties, Robex is in discussions with a private West-African based company to acquire of all the Company’s assets in
- ASX Listing
- Robex is reviewing the options available to list its common shares on the ASX to gain access to the Australian capital market and support the long-term growth. Robex anticipates the process to take up to six months.
3. ABOUT THE NEW DIRECTORS
Residency:
Principal occupation: Former Managing Director and Chief Executive Officer of
Not Independent – Incoming Managing Director and Chief Executive Officer
Prior to joining Tietto in 2021,
Residency:
Principal occupation: Non-Executive Chairman of Federation Mining
Independent
Currently, he serves on Boards as Chair, Syrah Resources (ASX), and a NED of Evolution Mining (ASX), having retired early 2023 from a NED role at Endeavour Mining.
Residency:
Principal occupation: Executive Chairman of Ausgold Limited
Independent
Mr. Dorward’s earlier roles include vice-president of business development at
He previously held senior roles at Australian mining companies
Residency:
Principal occupation: Former Corporate Exploration Manager of Tietto
Independent
Prior to assuming his current role, as Senior Advisor, Critical Minerals for Getech, a company specialised in finding and develop energy and mineral resources,
4. ADDITIONAL INFORMATION CONCERNING THE NEW DIRECTORS
Based on information provided by each New Director, none of the New Directors: (a) is, at the date of this news release, or has been within the previous 10 years, a director, chief executive officer or chief financial officer of any company that, while acting in that capacity: (i) was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days (an “order”); or (ii) was subject to an order that was issued after such New Director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such New Director was acting in the capacity as director, chief executive officer or chief financial officer; (b) is, at the date of this news release, or has been within the previous 10 years, a director or executive officer of any company that, while such New Director was acting in that capacity, or within a year of the New Director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) within the previous 10 years has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such New Director.
Based on information provided by each respective New Director, none of the New Directors have been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a New Director.
Based on information provided by each respective New Director, none of the New Directors or their respective associates or affiliates has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than the election of directors.
5. SHAREHOLDER MEETING DETAILS
The Circular has been mailed to shareholders and is available online in English at www.envisionreports.com/Robex2024, and in French at www.envisionreports.com/Robex2024FR, and on SEDAR+ under the Company’s profile at www.sedarplus.ca. Except as described above, the Circular remains unchanged from the version that was mailed to the shareholders of the Corporation and previously filed on SEDAR+.
The Circular and form of proxy previously distributed to registered shareholders in connection with the Meeting confer discretionary authority upon management (or other person designated as proxy therein) to vote on amendments or variations of matters coming before the Meeting. Management intends to rely on the discretionary authority granted in the Circular and form of proxy to vote FOR the election of the New Directors to the Board, along with the other nominees named in the Circular (other than the Retiring Directors).
If a registered shareholder has submitted a management proxy and does not wish the proxy to be voted in this manner, they may revoke their proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such registered shareholder or by his, her or its attorney authorized in writing or by electronic signature or, if the registered shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by facsimile or electronic means, a revocation signed by electronic signature, to the head office of the Company, located at Édifice
If a non-registered or beneficial shareholder wishes to revoke their previously given voting instructions, they must contact the broker or other intermediary that they provided their voting instruction forms to and comply with any and all applicable requirements of such broker or intermediary. A broker or other intermediary may not be able to revoke voting instructions if it receives insufficient notice of revocation, and any non-registered shareholder wishing to revoke their voting instructions should contact such broker or intermediary in sufficient time to ensure that their revocation of voting instructions is received.
If as a registered shareholder you use your control number to access the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the Meeting and will be provided with the opportunity to vote by online ballot on the matters put forth at the Meeting.
If you have any questions about any of the information in the Circular or this news release or require assistance in completing your form of proxy or voting instruction form, please consult your financial, legal, tax and other professional advisors.
For more information
Aurélien Bonneviot, Chief Executive Officer +1 581 741-7421 Email: investor@robexgold.com www.robexgold.com |
FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS
Certain information set forth in this news release contains “forward‐looking statements” and “forward‐looking information” within the meaning of applicable Canadian securities legislation (referred to herein as “forward‐looking statements”). Forward-looking statements are included to provide information about management’s current expectations and plans that allow investors and others to have a better understanding of the Company’s business plans and financial performance and condition.
Statements made in this news release that describe the Company’s or management’s estimates, expectations, forecasts, objectives, predictions, projections of the future or strategies may be “forward-looking statements”, and can be identified by the use of the conditional or forward-looking terminology such as “aim”, “anticipate”, “assume”, “believe”, “can”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “guide”, “indication”, “intend”, “intention”, “likely”, “may”, “might”, “objective”, “opportunity”, “outlook”, “plan”, “potential”, “should”, “strategy”, “target”, “will” or “would” or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. Such statements may include, but are not limited to, statements regarding: the Company’s goal to become a leading gold producer in
Forward-looking statements and forward-looking information are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such statements or information. There can be no assurance that such statements or information will prove to be accurate. Such statements and information are based on numerous assumptions, including: the ability to execute the Company’s plans relating to the
Certain important factors could cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements including, but not limited to: geopolitical risks and security challenges associated with its operations in
Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These factors are not intended to represent a complete and exhaustive list of the factors that could affect the Company; however, they should be considered carefully. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information.
The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company’s expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company’s plans and objectives, and may not be appropriate for other purposes.
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