공지 • Apr 17
Predictive Discovery Limited (ASX:PDI) completed the acquisition of Robex Resources Inc. (TSXV:RBX) from Cohen Group, Inc., Eglinton Mining, and others in a merger of equals transaction.
Predictive Discovery Limited (ASX:PDI) entered into a definitive agreement to acquire Robex Resources Inc. (TSXV:RBX) from Cohen Group, Inc., Eglinton Mining, and others for approximately AUD 970 million in a merger of equals transaction on October 5, 2025. As part of the acquisition, Predictive Discovery will acquire all of the issued and outstanding shares of Robex Resources Inc. Under the terms of the agreement, Robex Resources shareholders will receive 8.667 Predictive Discovery Shares for each Robex Share. Predictive Discovery expects to issue an aggregate of approximately 2.1 billion Predictive Discovery Shares to Robex shareholders, based on the Robex Shares outstanding as at the date of this announcement. Following completion of the Transaction, existing PDI shareholders and former Robex shareholders will own approximately 51% and 49% respectively of the combined company on a fully diluted in-the-money basis and the combined company will remain listed on the Australian Securities Exchange (“ASX”) and will apply to list Predictive Discovery Limited’s ordinary shares on the TSX Venture Exchange. Robex shares are planned to be delisted from the TSX Venture Exchange. Robex CDIs are planned to be removed from quotation on the Australian Securities Exchange. The Agreement includes reciprocal termination fees of AUD 37 million payable by PDI or Robex, as applicable, in the event the Agreement is terminated in certain circumstances. As of October 15, 2025, The shareholder hereby consents to the decrease in the consideration as a result of amendment to the Exchange Ratio to 7.862 Predictive Shares for each Robex Share pursuant to the Amending Agreement, from a previous Exchange Ratio of 8.667 Predictive Shares for each Robex Share pursuant to the Original Arrangement Agreement.
The combined company will be led by a combined board and management team of experienced mining and business leaders, bringing together their respective strengths and capabilities. Andrew Pardey, Chief Executive Officer and Managing Director of PDI, will act as Non-Executive Chairman of the combined company. The management team of the combined company will be led by Matthew Wilcox as Chief Executive Officer and Managing Director (Chief Executive Officer and Managing Director of Robex) and Alain William as Executive Director, Government Relations and Legal (Chief Financial Officer of Robex). Non-Executive Directors of the combined company will be Simon Jackson (Lead Independent), Steven Michael, Alberto Lavandeira and Howard Golden.
The Transaction is subject to the satisfaction of closing conditions, including the approval of the Superior Court of Québec and the TSX-V, obtaining financing, the approval by the shareholders of Robex. The Transaction will not require PDI shareholder approval. Robex appointed a special committee of independent directors to consider and make a recommendation to the board of directors of Robex with respect to the Transaction. The deal has been unanimously approved by the board of directors of Predictive Discovery and Robex Resources Inc. The Transaction is expected to close in December 2025 or early 2026. The transaction is going to be highly accretive for all shareholders. As of December 30, 2025, Robex shareholders have approved the merger. As of January 13, 2026, Robex Resources Inc. obtained a final order from the QuébecSuperior Court (Commercial Division) approving the merger. As of January 30, 2026, the completion of the transaction is targeted on 1st quarter of 2026. As of April 8, 2026, all conditions precedent to the proposed merger have been satisfied or waived (as applicable). PDI has been conditionally approved for listing on the Toronto Stock Exchange under the ticker symbol “PDI” following Implementation. The transaction is now unconditional and proceeding to completion and implementation, with the effective date expected to occur on or around 15 April 2026. Following the implementation, Robex shares are planned to be delisted from the TSX Venture Exchange and Robex CDIs are planned to be removed from quotation on the Australian Securities Exchange. As of April 15, 2026, the merger is expected to be finalized by April 30, 2026.
Canaccord Genuity Corp. acted as financial advisor and fairness opinion provider to board of Robex Resources Inc. Cormark Securities Inc. acted as fairness opinion provider and financial advisor to Special Committee of Robex Resources Inc. BMO Capital Markets acted as financial advisor to Predictive Discovery Limited. SCP Resource Finance LP acted as financial advisor to Predictive Discovery Limited. John Sabetti and Zach Austin of Fasken Martineau DuMoulin LLP acted as legal advisor to Predictive Discovery Limited. Paul Branston of Herbert Smith Freehills acted as legal advisor to Predictive Discovery Limited. GenCap Mining Advisory Ltd. acted as financial advisor to Predictive Discovery Limited. Shaun McRobert of Peloton Legal Pty Ltd acted as legal advisor to Robex Resources Inc. Alan Hutchison, Jean-Philippe Bertrand, Minji Park, Kim Maguire and Fabrice Benoît of Osler, Hoskin & Harcourt LLP acted as legal advisor to Robex Resources Inc. Simmons & Simmons LLP acted as legal advisor to Robex Resources Inc. Crux Law Pty Ltd acted as legal advisor to Robex Resources Inc. Laurel Hill Advisory Group, LLC acted as proxy solicitation agent for Robex. Computershare Investor Services Inc. acted as transfer agent for Robex.
Predictive Discovery Limited (ASX:PDI) completed the acquisition of Robex Resources Inc. (TSXV:RBX) from Cohen Group, Inc., Eglinton Mining, and others in a merger of equals transaction on April 16, 2026. Robex is now part of Predictive Discovery Limited
