• Press Release

Robex announces upsize to previously announced “best efforts” agency offering

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  • Press Release

Québec City, Québec, June 27, 2024 – Robex Resources Inc. (TSXV: RBX) (“Robex” or the “Company”) is pleased to announce (...)

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Québec City, Québec, June 18, 2024 – Robex Resources Inc. (TSXV: RBX) (“Robex” or the “Company”) is pleased to announce that is has increased the size of its previously announced “best efforts” public offering

The public offering has been upsized to 50,691,200 units of the Company (each, a “Unit”) at a price of $2.17 per Unit for gross proceeds increasing to $109,999,904. The offering is led by SCP Resource Finance LP, as lead bookrunner and lead agent (the “Lead Agent”), on behalf of a syndicate of one or more additional agents (collectively, the “Agents”). All currency amounts in this news release are stated in Canadian dollars, unless otherwise indicated.

Each Unit will be comprised of one (1) common share in the capital of the Company (each a “Common Share”) and one full (1) of one (1) Common Share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder thereof to acquire one (1) common share of the Company at an exercise price of $2.55 per common Share, until 5.30 pm (Montréal Time) on the date that is two (2) years following the closing date of the Offering, subject to adjustment in certain customary events, provided that in the event the Common Shares trade at a volume weighted average price of $3.50 or higher over a period of 10 consecutive trading days, the Corporation can accelerate the exercise of the Warrants to 10 days post provision of notice, which shall be not less than 30 calendar days following delivery of such notice.

The Company granted the Agents an over-allotment option, which will be 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, in the sole discretion of the Lead Agent, to purchase from the treasury of the Company up to an additional number of Units as is equal to 15% of the number of the Units issued pursuant to the Offering, on the same terms as set forth above, to cover over-allotments, if any. The Offering is expected to close on or about June 26, 2024, and is subject to Robex receiving all necessary regulatory approvals, including the acceptance of the Offering by the TSX Venture Exchange (“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; (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 Company intends to file a prospectus supplement (the “Supplement”) to its short form 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 regulatory authorities in each of the provinces of Canada. The Units may also be offered by way of private placement in the United States, in the European Union, the United Kingdom and Australia and in other jurisdictions outside of Canada, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

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 Édifice Le Delta 1, 2875 Laurier Boulevard, Suite 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.

The obligations of the Agents under the agency agreement to be entered into in connection with the offering are subject to certain closing conditions and may be terminated at the Agent’s discretion on the basis of “disaster out”, “material adverse change out”, “regulatory out”, and “breach out” provisions in the Agency Agreement and may also be terminated upon the occurrence of certain other stated events.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Units, including the underlying common shares and Warrants (and the common shares issuable upon the exercise of the warrants), in any jurisdiction in which such offer, solicitation or sale would be unlawful, including in the United States of America. Such securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

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