Robex announces “Best Efforts” agency offer

NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

QUEBEC CITY, June 17, 2024 (GLOBE NEWSWIRE) — Ressources Robex inc. (TSXV: RBX) (“Robex“or the”Business“) is pleased to announce that it has engaged SCP Resource Finance LP to act as lead bookrunner and principal agent (the “Chief Agent“), on behalf of a union of one or more additional agents (collectively, the “Agents“), under an agency contract (the “Agency Agreement“), to offer for sale to the public, on a “best efforts” basis, consisting of 25,350,000 units of the Company (each, a “Unit) at a price of $2.17 per unit for gross proceeds of $55,009,500. All foreign currency amounts in this press release are in Canadian dollars unless otherwise noted.

Each unit will be composed of one (1) ordinary share in the capital of the Company (each being a “Common stock“) and one (1) full of one (1) common share purchase warrant (each a “To guarantee“). Each warrant will entitle its holder to acquire one (1) common share of the Company at an exercise price of $2.55 per common share, until 5:30 p.m. (Montreal time) on the date falling two (2) years after the closing date of the offering, subject to adjustments upon certain customary events, provided that in the event the common shares trade at a volume weighted average price of 3.50 $ or more over a period of 10 consecutive trading days, the Company may accelerate the exercise of the warrants to 10 days after delivery of notice, which shall not be less than 30 calendar days after delivery of such notice .

The Company will grant to the Agents an over-allotment option, exercisable in whole or in part at any time and from time to time, up to and including the date which is 30 days after the closing of the offering, at the sole discretion of the Principal Agent, to purchase from the Company’s treasury up to an additional number of units equal to 15% of the number of units issued under the offering, under the same conditions as set out below above, to cover over-allocations. , if only. The offering is expected to close on or about June 26, 2024 and is subject to Robex receiving all necessary regulatory approvals, including acceptance of the offering by the TSX Venture Exchange (“TSX Venture Exchange“).

The Company intends to use all net proceeds from the equity financing for the development of the Kiniero project, including: (i) the continued development of the preliminary works programs and the acquisition of long-term components; (ii) the partial payment to Taurus of US$15 million under the US$35 million bridge loan; (iii) the filling of the Mansounia project and other exploration expenses; (iv) fund the updated Kiniero feasibility study to include the Mansounia property and continue pit and process optimization.; and (v) general and administrative expenses as well as working capital.

The Company intends to file a prospectus supplement (the “Extra charge”) to its simplified base shelf prospectus dated July 20, 2023 (the “Base Shelf Prospectus“) on or about June 19, 2024. The supplement will be filed with the securities authorities in each of the provinces and territories of Canada. The Units may also be offered by private placement in the United States, the European Union, the United Kingdom and Australia.

A copy of the base shelf prospectus is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and a copy of the supplement will also be available there. Copies of the documents incorporated by reference in the supplement and the base shelf prospectus may be obtained on request without charge from the Chief Executive Officer of the Company at Le Delta Building 1, 2875 boulevard Laurier, bureau 1000, Québec, Québec , G1V 2M2, (telephone: 581-741-7421), and are also available electronically under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Agent’s obligations under the Agency Agreement are subject to certain closing conditions and may be terminated at Agent’s discretion based on “catastrophe exit”, “material adverse change” provisions. », “regulatory exit” and “offense”. in the agency agreement and may also be terminated upon the occurrence of certain other specified events.

This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of any units, including the shares of common stock and the underlying warrants (and the shares of common stock that may be issued upon the exercise of the warrants). , in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the United States of America. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 law“) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

For more information

FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS

Certain information presented in this press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities legislation (hereinafter referred to as “”Before–research 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, financial performance and condition. the society.

Statements made in this press release that describe the Company’s or management’s estimates, expectations, forecasts, objectives, predictions, future projections or strategies may be “forward-looking statements” and may be identified by the use conditional or prospective. terms such as “aim”, “anticipate”, “assume”, “believe”, “may”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future “”, “orientation”, “guide”, “indication”, “intent”, “intent”, “probable”, “may”, “could”, “objective”, “opportunity”, “prospects”, “plan” , “potential”, “should”, “strategy”, “target”, “will” or “would” or their negative form or other variations thereof. Forward-looking statements also include any other statements that do not refer to historical facts. These statements may include, but are not limited to, statements regarding: the amount of the offer; obtain all necessary regulatory approvals, including acceptance of the Offering by the TSXV and the timing thereof; the completion of the offer and the timing thereof; the listing of the common shares and warrants on the TSXV; and the intended use of the net proceeds of the offering.

Forward-looking statements and forward-looking information are made based on certain assumptions and other important factors which, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from the results, future performance or achievements, expressed or implied. by such statements or information. There can be no assurance that any such statements or information will prove to be accurate. These statements and information are based on numerous assumptions, including: the ability of the Company to satisfy the conditions precedent to the closing of the Offering, including satisfying customary due diligence and obtaining all necessary regulatory approvals as well as as the timetable thereof (including acceptance of the Offer). Offering by the TSXV and listing of the Common Shares and the Warrants issued thereunder on the TSXV); the availability of net proceeds from the offering in time for (i) exploration expenditures at the Company’s Kiniero Project; (ii) payment of principal to Taurus under the outstanding US$35 million bridge credit facility; and (iii) for general and working capital purposes; and general economic and financial conditions in Canada and other jurisdictions in which the Company intends to distribute securities in connection with the Offering.

Certain important factors could cause the Company’s actual results, performance or achievements to differ materially from those indicated in the forward-looking statements, including, but not limited to: delays in obtaining all necessary regulatory approvals and the timing thereof (including acceptance of the Offer by the TSXV and the listing of the Common Shares and Warrants issued thereunder on the TSXV); instability in general economic and financial conditions in Canada and other jurisdictions where the Company intends to distribute securities in connection with the Offering; exchange rate fluctuations; the volatility of the market price of the Company’s shares; and changes in tax laws. See also the “Risk Factors” section of the Company’s Annual Information Form for the year ended December 31, 2023, available under the Company’s profile on SEDAR+ at www.sedarplus.ca or on the Company’s website at www.robexgold.com, for more information on risk factors that could cause results to differ materially from the forward-looking statements. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Although the Company believes that its expectations are based on reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking information, it there may be other factors that could cause actions, events or results. the results should not be those anticipated, estimated or intended. These factors are not intended to represent a complete and exhaustive list of factors that could affect the Company; however, they must be examined 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 expected financial and operating performance and results of the Company as of and for the periods ended on the dates presented in the Company’s plans and objectives. , and may not be appropriate for other purposes.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.